Common use of Warranty Against Infringement Clause in Contracts

Warranty Against Infringement. Contractor agrees to defend and indemnify City of all direct losses, costs, and damages resulting from a determination that the Services, Software, or software customizations supplied to City infringe any third party patent rights, copyrights, or trademarks provided that City (1) promptly notifies Contractor in writing upon City becoming aware of the existence of any such suit, action, proceeding threat; (2) allows Contractor sole control of the defense and/or settlement thereof; and (3) provides such reasonable cooperation as Contractor may require. In no event shall City consent to any judgment or decree or do any other act in compromise of any such claim without Contractor’s express prior written consent. In no event will Contractor be liable for the payment of any amount agreed to in settlement without Contractor's express consent. In the event that City is enjoined from use of the Services, Software, or software customizations due to a proceeding based upon infringement of patent, copyright or trademark, Contractor shall, at its option, either: 13.1 Modify the infringing item(s) at Contractor’s expense, so it becomes non-infringing; or 13.2 Replace the infringing item(s) with equal non-infringing item(s), at Contractor’s expense; or 13.3 Procure, at Contractor’s expense, the necessary licenses for the City to continue using the item(s); or 13.4 Remove the item(s) and refund the purchase price less a reasonable amount for depreciation.

Warranty Against Infringement. Contractor agrees to defend and indemnify City of all direct losses, costs, and damages resulting from a determination that the Services, Software, or software customizations supplied to City infringe any third party patent rights, copyrights, or trademarks provided that City (1) promptly notifies Contractor in writing upon City becoming aware of the existence of any such suit, action, proceeding threat; (2) allows Contractor sole control of the defense and/or settlement thereof; and (3) provides such reasonable Exygy Inc – Agreement for an Affordable Housing Portal Page 7 of 39 cooperation as Contractor may require. In no event shall City consent to any judgment or decree or do any other act in compromise of any such claim without Contractor’s express prior written consent. In no event will Contractor be liable for the payment of any amount agreed to in settlement without Contractor's express consent. In the event that City is enjoined from use of the Services, Software, or software customizations due to a proceeding based upon infringement of patent, copyright or trademark, Contractor shall, at its option, either: 13.1 Modify the infringing item(s) at Contractor’s expense, so it becomes non-infringing; or 13.2 Replace the infringing item(s) with equal non-infringing item(s), at Contractor’s expense; or 13.3 Procure, at Contractor’s expense, the necessary licenses for the City to continue using the item(s); or 13.4 Remove the item(s) and refund the purchase price less a reasonable amount for depreciation.