Common use of Warranty Against Infringement Clause in Contracts

Warranty Against Infringement. 11.1. Contractor agrees to defend and indemnify City of all direct losses, costs and damages resulting from a determination that the Software as supplied to City infringes any Canadian or United States patent rights, copyrights or trademarks provided that: City promptly notifies Contractor in writing upon City becoming aware of the existence of any such suit, action, proceeding or threat; allows Contractor sole control of the defense and/or settlement thereof; and 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 its express consent. In the event that City is enjoined from use of the Software due to a proceeding based upon the infringement of patent, copyright or trademark in the United States or Canada, Contractor shall, at its option, either:

Warranty Against Infringement. 11.1. Contractor agrees to defend and indemnify City of all direct losses, costs and damages resulting from a determination that the Software Equipment as supplied to City infringes any Canadian or United States patent rights, copyrights or trademarks provided that: City promptly notifies Contractor in writing upon City becoming aware of the existence of any such suit, action, proceeding or threat; allows Contractor sole control of the defense and/or settlement thereof; and provides such reasonable cooperation as Contractor may require. In no event shall City consent to any judgment judgement 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 its express consent. In the event that City is enjoined from use of the Software Equipment due to a proceeding based upon the infringement of patent, copyright or trademark in the United States or Canada, Contractor shall, at its option, either:

Warranty Against Infringement. 11.1. Contractor agrees to defend and indemnify City of all direct losses, costs and damages resulting from a determination that the Software Equipment as supplied to City infringes any Canadian or United States patent rights, copyrights or trademarks provided that: City promptly notifies Contractor in writing upon City becoming aware of the existence of any such suit, action, proceeding or threat; allows Contractor sole control of the defense and/or settlement thereof; and 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 its express consent. In the event that City is enjoined from use of the Software Equipment due to a proceeding based upon the infringement of patent, copyright or trademark in the United States or Canada, Contractor shall, at its option, either: