Common use of Third Party Products, Materials and Processes Clause in Contracts

Third Party Products, Materials and Processes. The Contractor represents and warrants that the Services, and any other affiliated services supplied by the Contractor in connection with this Agreement, will not infringe upon or violate the City’s Intellectual Property, any other rights held by the City to any intellectual property, or the intellectual property or proprietary rights of any third party. If the Contractor employs any third- party product, design, device, material or process covered by letter of patent or copyright, it shall provide for such use by suitable legal agreement with the third-party patentee or copyright owner. The Contractor shall defend, indemnify, and hold harmless the City from any and all claims for infringement by reason of the use of any such patented design, device, material or process, or any trademark or copyright, and shall indemnify the City for any costs, expenses and damages which it may be obligated to pay by reason of any infringement, at any time during the prosecution or after the completion of services. Where the Services, or any other affiliated services provided by the Contractor, contain false, offensive, or disparaging content or portray the City, its appointed and elected officials, agents and employees, or any third-party in a disparaging way, either as solely determined by the City or the third-party, as appropriate, the Contractor will immediately remove the false, offensive, or disparaging content. If the Contractor fails to do so, the City will have the right, at the City’s sole election, to immediately enforce any remedies available to it under this Agreement or applicable laws. The requirements and obligations contained in the preceding sentences of this section will not apply to a specific third-party patented device, material or processes that the Director has directed, in writing, the Contractor to use.

Third Party Products, Materials and Processes. The Contractor represents and warrants that the Services, and any other affiliated services supplied by the Contractor in connection with this Agreement, will not infringe upon or violate the City’s Intellectual Property, any other rights held by the City to any intellectual property, or the intellectual property or proprietary rights of any third party. If the Contractor employs any third- third-party product, design, device, material or process covered by letter of patent or copyright, it shall provide for such use by suitable legal agreement with the third-third party patentee or copyright owner. The Contractor shall defend, indemnify, and hold harmless the City from any and all claims for infringement by reason of the use of any such patented design, device, material or process, or any trademark or copyright, and shall indemnify the City for any costs, expenses and damages which it may be obligated to pay by reason of any infringement, at any time during the prosecution or after the completion of services. Where the Services, or any other affiliated services provided by the Contractor, contain false, offensive, or disparaging content or portray the City, its appointed and elected officials, agents and employees, or any third-third party in a disparaging way, either as solely determined by the City or the third-third party, as appropriate, the Contractor will immediately remove the false, offensive, or disparaging content. If the Contractor fails to do so, the City will have the right, at the City’s sole election, to immediately enforce any remedies available to it under this Agreement or applicable laws. The requirements and obligations contained in the preceding sentences of this section Section 16.4 will not apply to a specific third-party patented device, material or processes that the DWS Director has directed, in writing, the Contractor to use.

Third Party Products, Materials and Processes. The Contractor represents and warrants that the Services, and any other affiliated services supplied by the Contractor in connection with this Agreement, will not infringe upon or violate the City’s Intellectual Property, any other rights held by the City to any intellectual property, or the intellectual property or proprietary rights of any third party. If the Contractor employs any third- third party product, design, device, material or process covered by letter of patent or copyright, it shall provide for such use by suitable legal agreement with the third-third party patentee or copyright owner. The Contractor shall defend, indemnify, and hold harmless the City from any and all claims for infringement by reason of the use of any such patented design, device, material or process, or any trademark or copyright, and shall indemnify the City for any costs, expenses and damages which it may be obligated to pay by reason of any infringement, at any time during the prosecution or after the completion of servicesServices. Where the Services, or any other affiliated services provided by the Contractor, contain false, offensive, or disparaging content or portray the City, its appointed and elected officials, agents and employees, or any third-third party in a disparaging way, either as solely determined by the City or the third-third party, as appropriate, the Contractor will immediately remove the false, offensive, or disparaging content. If the Contractor fails to do so, the City will have the right, at the City’s sole election, to immediately enforce any remedies available to it under this Agreement or applicable laws. The requirements and obligations contained in the preceding sentences of this section Article 27.D will not apply to a specific third-third party patented device, material or processes that the Director has directed, in writing, the Contractor to use.. SAMPLE