Third Party Intellectual Property Claims. 10.1.1. The Managed Service Provider shall defend the End User against claims brought against the End User in the Territory to the extent that such claim: (i) is brought by a third-party owner of the intellectual property giving rise to the claim; and (ii) alleges that the End User’s Use of the Software in accordance with the terms and conditions of this Agreement constitutes a direct infringement or misappropriation of a patent claim(s) or copyright.
10.1.2. The Managed Service Provider shall pay damages finally awarded against the End User (or the amount of any settlement the Managed Service Provider enters into) with respect to such claim. The Managed Service Provider’s obligations under this clause 10.1.1 and clause 10.1.2 are conditioned upon:
10.1.2.1. the End User notifying the Managed Service Provider in writing of any such alleged claim without undue delay; and
10.1.2.2. the End User authorizing the Managed Service Provider and/or the Licensor to have sole control over the defence or settlement of any such claim; and
10.1.2.3. the End User cooperating fully in the defence of such claim and providing the Managed Service Provider with all relevant information and reasonable support; and
10.1.2.4. the End User not undertaking any action in response to any infringement, or alleged infringement, of the Software that is prejudicial to the rights of the Licensor and/or the Managed Service Provider.
10.1.3. The Managed Service Provider and/or the Licensor expressly reserve the right to cease such defence of any claim(s) in the event that the Software is no longer alleged to infringe or misappropriate or is held not to infringe or misappropriate the third party’s rights.
10.1.4. The Managed Service Provider shall have no obligation under clause 10.1 if the claim results from (i) Software or Documentation that has been altered or Modified by anyone other than the Licensor; or (ii) failure to use a New Release promptly provided by the Licensor and/or the Managed Service Provider if such infringement or misappropriation could have been avoided by use of the New Release; or (iii) unlicensed activities by the End User; or (iv) failure to Use the Software in accordance with the terms of this Agreement. Further, the Managed Service Provider shall have no obligation under clause 10.1 for a claim that could have been avoided if the End User had not used the Software or the Licensed Materials in combination or conjunction with any software, data or systems not provi...
Third Party Intellectual Property Claims. (a) Except with respect to the persons, entities and technology listed on Schedule 19 attached hereto, as to which the indemnification and other obligations of HTS set forth in this Section 24.9 shall not apply, HTS shall indemnify and hold harmless ExpressVu from and against all losses, damages, costs and expenses (including, without limitation, reasonable legal costs and expenses) which ExpressVu may suffer or incur arising out of or resulting from any claim or action against ExpressVu by a third party alleging that (i) the use by ExpressVu of the HTS Software or (ii) the sale of the Boxes in Canada or (iii) any Software or other Intellectual Property Rights (excluding Intellectual Property Rights associated with the Hardware) incorporated into the System by HTS and which is not listed in Schedule 6 attached hereto, infringes any Intellectual Property Right of such third party. Nothing herein shall be construed as or deemed an admission by HTS of any ownership or other rights of the Persons or entities listed on Schedule 19 attached hereto with respect to any technology. Notwithstanding the foregoing, in respect of the Persons and technology listed on Schedule 19, HTS and its applicable Affiliates agree to use their commercially reasonable efforts to obtain for ExpressVu the benefit of any settlement, at ExpressVu's expense, entered into with such Persons or in respect of such technology for the dismissal or withdrawal of claims or actions brought against HTS or its applicable Affiliates by such Persons or in respect of such technology.
(b) If ExpressVu intends to make a claim for indemnity against HTS as contemplated by Section 24.9(a), ExpressVu shall as soon as is reasonably possible notify HTS in writing of such claim, which notice shall specify, in reasonable detail, the nature and estimated amount of the claim. HTS shall have 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its expense, the settlement or defence thereof, and ExpressVu shall cooperate with HTS in connection therewith provided that with respect to settlements entered into by HTS (i) the consent of ExpressVu shall be required if the settlement provides for equitable relief against ExpressVu, which consent shall not be unreasonably withheld or delayed; and (ii) HTS shall obtain the release of ExpressVu from any further liability relating to such claim. If HTS undertakes, conducts and controls the settlement or defence of...
Third Party Intellectual Property Claims. (a) Paper Software agrees to indemnify, defend, and hold harmless Li- censee and Licensee’s directors, employees, agents, affiliates, and contractors from any damages, suits, claims, judgments, and liabili- ties against Licensee to the extent that the underlying claim is based on an allegation by a third-party claimant that the Software licensed hereunder has actually infringed a valid United States or international patent, trademark or copyright. In order to be entitled to this indem- nity, Licensee must: (i) promptly notify Paper Software of such action;
Third Party Intellectual Property Claims. 15.1. Wizard indemnifies Customer against any direct loss, damage, liability, costs or expenses incurred by Customer as a result of a claim by a third party against Customer that the Service(s) or any material provided by Wizard under this Agreement infringes the trade mark, copyright or other intellectual property rights (other than patent rights) of the third party, subject to Customer allowing Wizard to direct any defence and settlement of the claim. This indemnity does not apply to the extent the claim arises out of any modification of any materials provided by Wizard, relates to services or materials provided by a third party in conjunction with the Service(s), or is caused or contributed to by Customer.
15.2. Where any person makes a claim for patent, trade-mark, copyright or other intellectual property right infringement in connection with the provision of Service(s) or materials by Wizard, Wizard may modify the Service(s) or materials, if required, in response to the claim. Such modifications will not cause material detriment to the Service level or functionality of the Service(s).
Third Party Intellectual Property Claims. HomeAdvisor shall not be obligated to indemnify or defend you with respect to any third party claim arising out or relating to the HomeAdvisor App. To the extent HomeAdvisor is required to provide indemnification by applicable law, HomeAdvisor, not the app distributor or operating system of your mobile device, shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the HomeAdvisor App or your use of it infringes any third party intellectual property right.
Third Party Intellectual Property Claims. Royal Conservatoire Alumni Community shall not be obligated to indemnify or defend you with respect to any third party claim arising out or relating to the Royal Conservatoire Alumni Community App. To the extent Royal Conservatoire Alumni Community is required to provide indemnification by applicable law, Royal Conservatoire Alumni Community, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Royal Conservatoire Alumni Community App or your use of it infringes any third party intellectual property right.
Third Party Intellectual Property Claims. The Licensor will defend, indemnify and hold harmless the Licensee against any claim made by a third party that the Software infringes the copyright, trade-xxxx or known patent rights of such third party in Canada or the United States, unless:
(i) the Licensee has made any modifications to the Software not approved in writing by the Licensor;
(ii) the Licensee has operated or otherwise used the Software in combination with any products, systems or equipment, including without limitation other software, that has not been previously approved in writing by the Licensor; or
(iii) the Licensee has operated or otherwise used the Software other than in accordance with its permitted uses, as such uses are defined by the Documentation. The Licensee must notify the Licensor promptly in writing of any claim hereunder, and provide, at the Licensor’s expense, all reasonably necessary assistance, information and authority to allow the Licensor to control the defense and settlement of such claim.
Third Party Intellectual Property Claims. With respect to infringement claims by third parties against Sublicensee asserting that Sublicensee’s use of the Mxxx infringes their rights, Sublicensee will give prompt notice thereof to Venture and Owner. Subject to the Master License and the approval of Owner, Venture shall have the right to control, defend, and settle the claim at its option, and the reasonable costs thereof (including attorneys’ fees, costs, disbursements and the cost of settlement), if any, shall be divided evenly between Venture and Sublicensee, unless such claims are based on the breach of this Agreement by Sublicensee, in which case such costs shall be borne exclusively by Sublicensee. If Venture declines to exercise this option, it shall not be liable or responsible for any of the costs arising from the defense and settlement of the claim, unless the claim arises from Venture’s breach of its representations and/or warranties pursuant to this Agreement
Third Party Intellectual Property Claims. (a) If either party learns of any infringement or threatened infringement by a third party of a party’s Intellectual Property relating to this Agreement, such party shall promptly notify the other party in writing and shall provide such other party with available evidence of such infringement.
(b) If a Third Party asserts that any Intellectual Property owned or controlled by it is infringed by the Production Process or Components, or the Non-Production Services or Intellectual Property provided by or on behalf of a party, excluding any information, instructions or materials supplied by the other party, and the first party has breached its warranty under sections 15.2(d) or 15.3(b) as applicable, such first party shall as the other party’s sole and exclusive remedies: indemnify and hold the other party and its Indemnitees harmless and defend any such action, or at such first party’s option, take action to remediate the same, including (i) replacing, re-performing or modifying its services, information, instructions or materials so as to be non-infringing by a mechanism or service equivalent in basic functionality and performance; (ii) obtaining an appropriate license from such third party; or (iii) opposing that allegation; and all losses, damages, liabilities, expenses and costs, including reasonable legal expenses and attorneys’ fees, associated with any cause of action, and the conduct of the cause of action shall be borne and conducted by such indemnifying party; under the terms of section 17.3. The parties shall cooperate to obtain any such license(s) under (ii) above and to any other third party Intellectual Property that the parties jointly determine are necessary or desirable. Any such license shall only be entered into if both parties give their prior written consent.
Third Party Intellectual Property Claims. 400 shall not be obligated to indemnify or defend you with respect to any third party claim arising out or relating to the 400 App. To the extent 400 is required to provide indemnification by applicable law, 400, not Apple, shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the 400 App or your use of it infringes any third party intellectual property right.
