Trademark, Service Mark, or Patent Infringement. Contractor shall, at its own expense, be entitled to and shall have the duty to defend any suit which may be brought against Authority to the extent that it is based on a claim that the products or services furnished by Contractor infringe a copyright, trademark, service mark or patent. Contractor shall further indemnify and hold harmless Authority against any award of damages and costs made against Authority by a final judgment of a court of last resort in any such suit. Authority shall provide Contractor immediate notice in writing of the existence of such claim and full right and opportunity to conduct the defense thereof, tighter with all available information and reasonable cooperation, assistance and authority to enable Contractor to do so. No costs or expenses shall be incurred for the account of Contractor without its written consent. Authority reserves the right to participate in the defense of such action. Contractor shall have the right to enter into negotiations for and the right to effect settlement or compromise of any such action, but no such settlement or compromise shall be binding upon Authority unless approved by Authority. If the products or services furnished under this Agreement are likely to, or do become, the subject of such a claim of infringement, then without diminishing Contractor’s obligation to satisfy the final award, Contractor may at its option and expense: (i) procure for Authority the right to continue using the products or services; (ii) replace or modify the alleged infringing products or services with other equally suitable products or services that are satisfactory to Authority, so that they become non-infringing.; and/or (iii) remove the products or discontinue the services and cancel any future charges pertaining thereto. Parties agree that Contractor will not exercise the (iii) option until Authority and Contractor have determined that options under (i) and (ii) are impractical. Contractor shall have no liability to Authority, however, if any such infringement or claim thereof is based upon or arises out of: (i) the use of the products or services in combination with apparatus or devices not supplied or else approved by Contractor; (ii) the use of the products or services in a manner for which the products or services were neither designated nor contemplated; and/or (iii) the claimed infringement in which Authority has any direct or indirect interest by license or otherwise, separate from that granted herein.
Trademark, Service Mark, or Patent Infringement. (i) Parking Company shall, at its own expense, be entitled to and shall have the duty to defend any suit that may be brought against Metro to the extent that it is based on a claim that the products or services furnished infringe a copyright, trademark, service mark or patent. Parking Company shall further indemnify and hold harmless Metro against any award of damages and costs made against Metro by a final judgment of a court of last resort in any such suit. Metro shall provide Parking Company immediate notice in writing of the existence of such claim and full right and opportunity to conduct the defense thereof, together with all available Information and reasonable cooperation, assistance and authority to enable Parking Company to do so. No costs or expenses shall be incurred for the account of Parking Company without its written consent. Metro reserves the right to participate in the defense of any such action. Parking Company shall have the right to enter into negotiations for and the right to effect settlement or compromise of any such action, but no such settlement or compromise shall be binding upon Metro unless approved by the Metro Department of Law Settlement Committee and, where required, the Metro Council.
