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 7.6a 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.
Sample 1Sample 2See All (6)
AutoNDA by SimpleDocs
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.
Sample 1
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
Sample 1
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: i. promptly notifying Beyond Operations in writing of the IP Claim; ii. making no admission of liability and not otherwise prejudicing or settling the IP Claim, without Beyond Operations’ prior written consent; and
Sample 1
Third party Intellectual Property Rights indemnity a. The Supplier indemnifies the Subscriber against any claim or proceeding brought against the Subscriber to the extent that claim or proceeding alleges that the Subscriber’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 Subscriber: 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 6.4a does not apply to the extent that an IP Claim arises from or in connection with: i. the Subscriber’s breach of the Agreement; ii. use of the SaaS Service in a manner or for a purpose not reasonably contemplated by the Agree- ment or otherwise not authorised in writing by the Supplier; or iii. any third party data or any Data.
Sample 1

Related to Third party Intellectual Property Rights indemnity

  • Third Party Intellectual Property 4.1. Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable. 4.2. Subject to Clause 6 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

  • INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights. 42.2 The Supplier shall ensure and procure that the availability, provision and use of the Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any Third party. 42.3 With respect to the Supplier's obligations under this Framework Agreement, the Supplier warrants and represents that: 42.3.1 it owns, has obtained or shall obtain valid licences for all Intellectual Property Rights that are necessary to perform its obligations under this Framework Agreement and/or any Call-Off Contract which may be entered with the Authority or Other Contracting Bodies and shall maintain the same in full force and effect; 42.3.2 it has and shall continue to take all steps, in accordance with Good Industry Practice, to prevent the introduction, creation or propagation of any disruptive elements (including any virus, worms and/or Trojans, spyware or other malware) into systems, data, software or Authority Confidential Information (held in electronic form (owned by or under the control of, or used by the Authority and/or Other Contracting Bodies; 42.4 The Supplier shall during and after the Term of this Framework Agreement indemnify and keep indemnified the Authority on demand from and against all claims, proceedings, suits, demands, actions, costs, expenses (including legal costs and disbursements on a solicitor and client basis), losses and damages and any other liabilities whatsoever arising from, out of, in respect of or incurred by reason of any infringement or alleged infringement (including the defence of such alleged infringement) of any Intellectual Property Right by the: 42.4.1 availability, provision or use of the Services (or any parts thereof); and 42.4.2 performance of the Supplier's responsibilities and obligations hereunder. 42.5 The Supplier shall promptly notify the Authority if any claim or demand is made or action brought against the Supplier for infringement or alleged infringement of any Intellectual Property Right that may affect the availability, provision or use of the Services (or any deliverables or parts thereof) and/or the performance of the Supplier's responsibilities and obligations hereunder. 42.6 If a claim or demand is made or action brought to which Clauses 42.3 and/or 42.4 may apply, or in the reasonable opinion of the Supplier is likely to be made or brought, the Supplier may (subject to Approval) at its own expense and within a reasonable time either: 42.6.1 modify any or all of the affected Services without reducing the performance and functionality of the same, or substitute alternative services of equivalent performance and functionality for any or all of the affected Services, so as to avoid the infringement or the alleged infringement, provided that the terms herein shall apply mutatis mutandis to such modified or substituted services and such substitution shall not increase the burden on Contracting Bodies to a Call-Off Contract; or 42.6.2 procure a licence to use the Services on terms that are reasonably acceptable to the Authority and in relation to the performance of the Supplier’s responsibilities and obligations hereunder, promptly re-perform those responsibilities and obligations; and 42.7 Subject to full compliance with the Branding Guidance, the Supplier shall be entitled to use the Authority’s logo exclusively in connection with the provision of the Services during the Term and for no other purpose.

  • Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!