Software Indemnity Sample Clauses

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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.
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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...
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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.
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Software Indemnity. 11.1 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ will have the sole right to control the defence of or settlement of any such infringement claim at Marval’s expense.
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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.
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Software Indemnity. IR shall indemnify, defend and hold Reseller harmless from and against any claims, actions, or demands including without limitation all damages finally awarded against the Reseller and costs, including reasonable attorneys’ fees arising from any claim by a third party alleging that the Software, or any part thereof, directly infringes or misappropriates any patent, trademark, copyright, or trade secret right of any third party in effect in the United States, UK, Germany, Australia, Singapore (hereinafter referred to collectively as “Claim”), provided that Reseller promptly notifies IR in writing of any such Claim, allows IR sole control of the defence or settlement of such Claim and provides, at IR’s request, reasonable information and assistance to IR in the defence of the Claim. Upon notice of any Claim or upon the likelihood of such a Claim, Reseller shall permit IR, at IR’s option, to replace or modify any affected Software to avoid infringement, or to procure for Reseller the right to continue to use and remarket such Software or substitute other substantially functionally-equivalent, non-infringing software. If none of these alternatives is reasonably possible, IR may require Reseller to return the affected Software to IR and IR’s sole liability regarding such return shall be to refund the License Fee paid by Reseller, for the remaining term of the Order. IR shall have no obligation to indemnify Reseller for any Claim based upon the use of other than a current, unaltered version of the Software if such infringement would have been avoided by using such a current, unaltered version. IR shall have no obligation with respect to Claims to the extent that they are based upon: a) the combination of Software with any items not supplied by IR, where, in the absence of such incorporated or combined item, there would not be infringement; b) any modification or change to the Software by any entity other than IR or its agent, if, in the absence of such alteration or modification, the Software would not be infringing; c) any failure by Reseller or Licensee to implement updated, revised or repaired modifications or replacements distributed by IR to address any alleged infringement; or d) any intellectual property right in which Reseller or any Affiliate of Reseller has a proprietary interest. This Section 5.4 states the entire liability of IR with respect to indemnification or liability for any Claim of infringement of patents, copyrights or other proprietary righ...
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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 ...
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Related to Software Indemnity

  • Standard of Care; Indemnification Notwithstanding anything to the contrary in this Agreement: 1. Price Associates shall exercise reasonable care in rendering the Services described in this Agreement. Price Associates shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund and any of its officers, directors, employees, successors and permitted assigns in connection with the matters to which this Agreement relates, except a loss resulting from Price Associates’ willful misfeasance, bad faith or negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement or except as expressly stated otherwise in the NAV Error Policy. 2. The Fund shall indemnify and hold Price Associates harmless from and against all losses, costs, damages, claims, actions, and expenses, including reasonable expenses for legal counsel, incurred by Price Associates resulting from: (i) any action or omission by Price Associates or its agents or Delegates in the performance of their duties hereunder; (ii) Price Associates acting upon instructions believed by it to have been executed by a duly authorized officer of the Fund; or (iii) Price Associates acting upon information provided by the Fund in form and under policies agreed to by Price Associates and the Fund. Price Associates shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or willful misconduct of Price Associates or its agents or Delegates, or where Price Associates has not exercised reasonable care in selecting or monitoring the performance of its agents or Delegates. 3. Price Associates shall indemnify and hold harmless the Fund from all losses, costs, damages, claims, actions and expenses, including reasonable expenses for legal counsel, incurred by the Fund resulting from the negligence or willful misconduct of Price Associates or which result from Price Associates’ failure to exercise reasonable care in selecting or monitoring the performance of its agents or Delegates. The Fund shall not be entitled to such indemnification with respect to actions or omissions constituting negligence or willful misconduct of such Fund; unless such negligence or misconduct is attributable to Price Associates or its agents or Delegates. 4. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes or other causes reasonably beyond its control, such party shall not be liable to the other party for any loss, cost, damage, claim, action or expense resulting from such failure to perform or otherwise from such causes. 5. Upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim provided, however, that any failure by the indemnified party to provide such notice shall not relieve the indemnifying party of its obligations to indemnify under this Agreement except to the extent that the indemnifying party can demonstrate actual prejudice as a result of such failure. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim, or to defend against said claim in its own name or in the name of the other party. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party’s prior written consent. 6. Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement; provided that the parties acknowledge that any and all liabilities incurred by the indemnified party arising out of third-party claims with respect to which the indemnified party is entitled to indemnification pursuant to this Agreement are not and shall not be deemed to be consequential damages

  • Client Indemnity In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

  • Licensee Indemnity Licensee agrees to indemnify, defend and hold harmless MyECheck from and against all damages and costs (including reasonable attorneys' fees) finally awarded against MyECheck (or finally settled upon) and arising from: (i) any claim of personal injury or tangible personal property damage (excluding data) of whatsoever nature or kind arising, in whole or in part, out of, as a result of, or in connection with the gross negligent or willful misconduct of Licensee, its employees, subcontractors or agents; (ii) any claim brought against MyECheck by a third party alleging that the Licensee Materials (as defined in Exhibit C) directly infringe any U.S. copyright or trademark or misappropriate any trade secret (recognized as such under the Uniform Trade Secrets Act) in existence as of the Effective Date; or (iii) any claim brought against MyECheck by a third party arising from or relating to any modification of the Software by Licensee or any use of the Software other than as permitted under this Agreement. The parties acknowledge and agree that Licensee's obligations under this section are conditioned upon MyECheck providing Licensee: (1) prompt written notice of the existence of such claim, suit, action or proceeding (each a "claim"); (2) sole control over the defense or settlement of such claim; and (3) assistance at Licensee's request to the extent reasonably necessary for the defense of such claim. The foregoing sets forth Licensee's sole and exclusive obligation and MyECheck's sole and exclusive remedy for any claim of intellectual property infringement or misappropriation relating to the Licensee Materials. Notwithstanding the foregoing, Licensee shall not indemnify, defend or hold harmless MyECheck for any claims arising from: (a) any MyECheck intellectual property or software incorporated in or combined with the Licensee Materials where in the absence of such incorporated or combined item, there would not have been infringement; (b) Licensee Materials which have been altered or modified by MyECheck (other than in response to a request by Licensee), where in the absence of such alteration or modification the Licensee Materials would not be infringing; (c) use of an any version of the Licensee Materials for which Licensee has made available an updated, revised or repaired subsequent version; or (d) the gross negligence or willful misconduct of MyECheck or any of its agents, subcontractors or employees. Upon notice of any claim of infringement or upon reasonable belief of the likelihood of such a claim, Licensee shall have the right, at its option, to: (x) obtain the rights to continued use of the Licensee Materials; (y) substitute other suitable, functionally-equivalent, non-infringing materials; or (z) replace or modify the Licensee Materials or their design so that they are no longer infringing. Furthermore, Licensee agrees to maintain commercial general liability insurance of at least $2.5 million, covering Licensee's obligations contained herein on a claims-made basis with coverage for at least one year from the date of completion of the services. The provisions of this Section 12 herein shall survive for a period of one year following the earlier of (a) completion of the Maintenance services or (b) termination of this Agreement.

  • Standard of Care; Indemnification; Limitation of Liability A. USBFS shall exercise reasonable care in the performance of its duties under this Agreement. Neither USBFS nor its suppliers shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or any third party in connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS’s control, except a loss arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Trust shall indemnify and hold harmless USBFS and its suppliers from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that USBFS or its suppliers may sustain or incur or that may be asserted against USBFS or its suppliers by any person arising out of or related to (X) any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Trust, as approved by the Board of Trustees of the Trust, or (Y) the Data, or any information, service, report, analysis or publication derived therefrom, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Trust, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS” shall include USBFS’s directors, officers and employees. The Trust acknowledges that the Data are intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning securities. The Trust accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of the Data, its selection of the use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors. USBFS shall indemnify and hold the Trust harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys' fees) that the Trust may sustain or incur or that may be asserted against the Trust by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS’s refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of USBFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Trust” shall include the Trust’s directors, officers and employees. In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Trust shall be entitled to inspect USBFS’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide the Trust, at such times as the Trust may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services provided by USBFS under this Agreement. Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense. In no case shall either party be liable to the other for (i) any special, indirect or consequential damages, loss of profits or goodwill (even if advised of the possibility of such); (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply; or (iii) any claim that arose more than one year prior to the institution of suit therefor. B. In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor’s prior written consent. C. The indemnity and defense provisions set forth in this Section 9 shall indefinitely survive the termination and/or assignment of this Agreement. D. If USBFS is acting in another capacity for the Trust pursuant to a separate agreement, nothing herein shall be deemed to relieve USBFS of any of its obligations in such other capacity.

  • IPR Indemnity 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 23.2.2 The Supplier shall at all times during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, or awarded against the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 23.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 23.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.