Third party Intellectual Property Rights indemnity Sample Clauses

Third party Intellectual Property Rights indemnity a The Supplier indemnifies the Client against any claim or proceeding brought against the Client to the extent that claim or proceeding alleges that the Client's use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party's Intellectual Property Rights (IP Claim). The indemnity is subject to the Client: i promptly notifying the Supplier in writing of the IP Claim; ii making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Supplier's prior written consent; and iii giving the Supplier complete authority and information required for the Supplier to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Supplier's account. b The indemnity in clause 6.5a does not apply to the extent that an IP Claim arises from or in connection with: i the Client's breach of the Agreement; i use of the SaaS Service in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by the Supplier; or ii any third party data or any Data. c If at any time an IP Claim is made, or in the Supplier's reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, the Supplier may (at the Supplier's option): i obtain for the Client the right to continue using the items which are the subject of the IP Claim; or ii modify, re-perform or replace the items which are the subject of the IP Claim so they become non- infringing.
AutoNDA by SimpleDocs
Third party Intellectual Property Rights indemnity. 1. The Supplier indemnifies the Client against any claim or proceeding brought against the Client to the extent that claim or proceeding alleges that the Client’s use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to the Client:
Third party Intellectual Property Rights indemnity a The Supplier indemnifies the Client against any liability, claim, proceeding, cost, expense (including the reasonable legal fees charged by the Client’s solicitors) and loss of any kind arising from or in connection with any dispute and/or claim and/or proceeding brought against the Client to the extent that claim or proceeding alleges that the Client’s use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to the Client: i promptly notifying the Supplier in writing of the IP Claim; ii making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Supplier’s prior written consent; and iii giving the Supplier complete authority and information required for the Supplier to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Supplier’s account. b The indemnity in clause 6.6a does not apply to the extent that an IP Claim arises from or in connection with: i the Client’s use of the SaaS Service other than in permitted by this Agreement and/or any other action or inaction of the Client which has contributed to the IP Claim being made; ii use of the SaaS Service by the Client in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by the Supplier; or iii any Data provided by or on behalf of the Client. c If at any time an IP Claim is made, or in the Supplier’s reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, the Supplier may (at the Supplier’s option): i obtain for the Client the right to continue using the items which are the subject of the IP Claim; or ii modify, re-perform or replace the items which are the subject of the IP Claim so they become non-infringing. CONFIDENTIALITY
Third party Intellectual Property Rights indemnity a CySEP indemnifies you against any claim or proceeding brought against you to the extent that claim or proceeding alleges that your use of the Services in accordance with these Terms of Service constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to you: ii making no admission of liability and not otherwise prejudicing or settling the IP Claim, without CySEP’s prior written consent; and
Third party Intellectual Property Rights indemnity a. Beyond Operations indemnifies the Client against any claim or proceeding brought against the Client within New Zealand to the extent that claim or proceeding alleges that the Client’s use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights (IP Claim). The indemnity is subject to the Client:

Related to Third party Intellectual Property Rights indemnity

  • Intellectual Property/License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

Time is Money Join Law Insider Premium to draft better contracts faster.