Software Indemnity. (i) In the event any legal proceedings are brought * against ExxonMobil or its Majority Owned Affiliates claiming that the Software or the Developer's Kit Software delivered to ExxonMobil or an ExxonMobil Majority Owned Affiliate pursuant to this Article 5 infringes a Third Party's trade secret or a claim of a Third Party's patent issued on or before the date such Software or the Developer's Kit Software is delivered hereunder, Symyx shall defend the same at its expense and pay any costs, damages, and attorney fees finally awarded or negotiated as a result of settlement or judgment against ExxonMobil or such ExxonMobil Majority Owned Affiliate, provided that ExxonMobil or such Majority Owned Affiliate gives Symyx prompt written notice within * of such claim against it and cooperates fully with Symyx in providing authority, information, and reasonable assistance to enable Symyx at its option to settle or defend such claim. ExxonMobil shall have the right, at its expense, to participate in such defense. Symyx shall have no right to settle or compromise the litigation in a manner that would * without the consent of ExxonMobil and ExxonMobil or its Majority Owned Affiliates shall have no right to settle or compromise the litigation in a manner that would *. Symyx shall have no liability for any claim hereunder based on the use of the Software or the Developer's Kit Software with any other hardware or software if such claim would have been avoided had such other hardware or software not been used with such Software or the Developer's Kit Software.
(ii) In the event any such legal proceeding is brought, Symyx may, at its option, replace or modify the Software or the Developer's Kit Software or parts thereof to * Confidential treatment requested render it non-infringing, or procure for ExxonMobil or such Majority Owned Affiliate the right to continue using such Software or the Developer's Kit Software, provided that such replacement or modification does not substantially reduce the functionality thereof, and further provided that this Section 5.07(b)(ii) shall not limit Symyx' obligations pursuant to Section 5.07(b)(i). Symyx' total liability with respect to this Section 5.07 (b) shall be limited * in the aggregate.
(iii) In the event any such legal proceeding results in ExxonMobil or any of its Affiliates being required to pay royalties or damages to such Third Party with respect to any Product from a Royalty-Bearing Project, then ExxonMobil shall have the right...
Software Indemnity. In addition to, and not in derogation of, any and all other rights and remedies available to the Company and the Shareholders at law or in equity, Medical Manager agrees to indemnify, defend and hold the Company, the Shareholders, their Affiliates and their respective stockholders, directors, officers, employees, attorneys, agents, successors and assigns harmless from and against the aggregate of all expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation, related counsel and paralegal fees and expenses) incurred or suffered by such parties arising out of or related to any claim by any of the licensees of The Medical Manager(R) identified on Schedule 3.25 arising from or relating to the inability of any pre-version 9.0 release of The Medical Manager(R) software to recognize a four digit date field (i.e. the "Year 2000"), excluding from such indemnification obligation any expenses, losses, costs, deficiencies, liabilities and damages (including, without limitation related counsel and paralegal fees and expenses) which are caused by the fraudulent or negligent representation made by CTT, the Company, the Shareholders, their Affiliates or any of their respective employees or agents, with regard to the Year 2000 compliance of such pre-version 9.0 releases of The Medical Manager(R) software, unless such negligent representation was made in reasonable reliance upon information obtained from Medical Manager.
Software Indemnity. Notwithstanding anything else in this Agreement to the contrary, Swisslog indemnifies, defends, and holds Customer harmless from and against any claims, actions, or demands alleging that the Software infringes any patent, copyright, or other intellectual property right of a third party. If use of the Software is permanently enjoined for any reason, Customer’s sole remedy hereunder and at Swisslog’s option, and in its sole discretion, Swisslog may (a) modify the Software so as to avoid infringement; (b) procure the right for Customer to continue to use the Software and Documentation; or (c) terminate this Agreement and refund to Customer any Subscription Fees paid, within the last 12 months, to Swisslog under this Agreement. Should any claim subject to software indemnity be made against Swisslog or Customer, the party against whom the claim is made agrees to provide the other party with prompt written notice of the claim. Swisslog will control the defense and settlement of any claim under this Section. If requested, Customer agrees to cooperate and provide reasonable assistance in the defense and settlement of such claim.
Software Indemnity. (a) (Supplier indemnity): The Supplier must indemnify the Recipient against any loss incurred by the Recipient resulting from engagement in any legal action by any third party on the grounds that the supply by the Supplier or the use by the Recipient of any Supply Deliverables under this Agreement constitutes an infringement within the Supply Licence Area of any intellectual property of that third party in those Supply Deliverables, in compliance with this provision.
(b) (Preconditions): The liability of the Supplier to indemnify the Recipient under this provision is subject to each condition that the Recipient has:
(i) incurred the loss following a final decision in the legal action by a court of competent jurisdiction, after exercise of any available right of appeal by the Recipient;
(ii) given written notice to the Supplier as soon as practicable following receipt of actual notice by the Recipient of any actual or potential infringement, or suspected or alleged infringement;
(iii) permitted the Supplier before initiation of the legal action to decide to control and conduct the defence to the legal action, at the full cost to the Supplier in all respects;
(iv) provided reasonable assistance to the Supplier in the control and conduct of the defence to the legal claim; and
(v) permitted the Supplier to perform any Deliverable Modification, or procure any contractual consent from any person, sufficient to eliminate any continuing infringement, at the full cost of the Supplier in all respects.
Software Indemnity. A. Fiserv shall defend and indemnify Client and hold it harmless against any Third Party claim or action alleging Use of Software infringes a patent, copyright, or other proprietary right of such Third Party enforceable in the region or country of the location of Software Use. Client agrees to notify Fiserv promptly in writing of any such claim and grants Fiserv sole right to control the defense and disposition of such claim at Fiserv's expense. Client will provide support to Fiserv as requested to assist in such defense.
B. If, as a result of such claim, Fiserv or Client is permanently enjoined from using Software by a final, non-appealable decree or, in Fiserv's judgment, is likely to be so enjoined, Fiserv, at its sole option and expense, may (i) procure for Client the right to continue to use Software or (ii) provide a replacement or modification for Software, that is non-infringing and continues to function in accordance with the Documentation, so as to settle such claim. If neither Software replacement or modification nor procurement of the right of continued use is reasonably practical in Fiserv's sole opinion, Fiserv shall discontinue and terminate the License for the infringing Software or Software component upon written notice to Client and shall refund to Client the Total License Fees paid for such Software or Software component to Fiserv. In making this determination, Fiserv will give due consideration to all factors, including financial expense. In no event shall Fiserv settle any such Third Party claim by making an agreement which would cause Client to lose any right under this Agreement without Client's prior written consent. In the event that such terminated License relates to a component of Software which is deployed in providing a dependent Service Client shall have the right to terminate such Service without a termination fee being due.
C. The foregoing subsection 7(a)(iii)B states Fiserv's entire liability and Client's sole and exclusive remedy for the infringement of any copyrights, patents, or other proprietary rights by Software or any part thereof, and Client hereby expressly waives any other liabilities on the part of Fiserv arising therefrom.
D. Fiserv shall have no liability for any claim based upon:
(a) Use of any part of Software in combination with materials or software not provided or not specifically approved in writing by Fiserv; or
(b) modifications made by Client or any Third Party. THE WARRANTIES STATED ABOVE AND IN THE ...
Software Indemnity. 11.1 Xxxxxx will indemnify the Customer against any third-party claim that any element of the Licensed Software used in the way for which it was licensed, infringes any intellectual property right of such third party. Marval will defend or resolve such action or claim at its expense.
11.2 In respect of any valid third-party claim, Marval will, at its option or expense, either:
i. procurse for the Customer the right to continue to use the Licensed Software; or
ii. replace or modify the Licensed Software to make its use non-infringing whilst being capable of performing the same.
iii. replace the Licensed Software with a substitute product that functions substantially in accordance with the specifications of that portion of the Licensed Software.
iv. if no such option is reasonably available to Marval then this Agreement may be terminated by either party and Marval will refund to the Customer a pro-rated amount of any pre-paid fees for use of the Licensed Software for which purpose only its perpetual licence shall be deemed having a useful life of five years.
11.3 Marval have no indemnification obligation where the infringement claim is found to be caused by:
i. the Customer’s use of Licensed Software outside of the licence terms or in breach of the Customer’s responsibilities; and
ii. Customer’s use of the Licensed Software in combination with software not provided or required by Marval.
11.4 The Customer must notify Marval promptly in writing of any infringement claim and Xxxxxx will have the sole right to control the defence of or settlement of any such infringement claim at Marval’s expense.
