Voidicle. Voidicle agrees to defend, indemnify and hold harmless Acquisition and Synergistic from and against any and all judgments obtained by third parties against Synergistic or Acquisition resulting from any successful claim that any of the Software, as of and prior to the Closing, infringes upon any U.S. patent, copyright or trade secret rights of a third party. Acquisition shall fully cooperate with all defenses related to this section. Notwithstanding the foregoing, Voidicle will have no obligation under this Section 6.1 or otherwise with respect to any infringement claim based upon (a) any subsequent use of Software, the Voidicle Property or Developments, (b) any use of Software or Developments in combination with other products, equipment, software or data not contemplated by this Agreement, where use of the Software or Developments alone would not have been infringing; or (c) any modification of the Software, the Voidicle Property or Developments by any person other than Voidicle, unless authorized by Voidicle in writing.
Appears in 3 contracts
Samples: Technology Purchase Agreement (Accelera Innovations, Inc.), Technology Purchase Agreement (Accelera Innovations, Inc.), Technology Purchase Agreement (Accelera Innovations, Inc.)
Voidicle. Voidicle agrees to defend, indemnify and hold harmless Acquisition and Synergistic from and against any and all judgments obtained by third parties against Synergistic or Acquisition resulting from any successful claim that any of the Software, as of and prior to the Closing, infringes upon any U.S. patent, copyright or trade secret rights of a third party. Acquisition shall fully cooperate with all defenses related to this section. Notwithstanding the foregoing, Voidicle will have no obligation under this Section 6.1 or otherwise with respect to any infringement claim based upon (a) any subsequent use of Software, the Voidicle Property or Developments, (b) any use of Software or Developments in combination with other products, equipment, software or data not contemplated by this Agreement, where use of the Software or Developments alone would not have been infringing; or (c) any modification of the Software, the Voidicle Property or Developments by any person other than Voidicle, unless authorized by Voidicle in writing. 25 6.2.
Appears in 1 contract
Samples: Licensing Agreement
