GEOMANT AMERICAS INC.Intellectual Property Infringement Indemnification Agreement • May 14th, 2022
Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless CUSTOMER and CUSTOMER’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds CUSTOMER in any way without the consent of CUSTOMER, w
ITNV INC.Intellectual Property Infringement Indemnification Agreement • March 24th, 2022
Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless End User and End User’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds End User in any way without the consent of End User, w
FAXCORE, INC.Intellectual Property Infringement Indemnification Agreement • January 19th, 2023
Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless Customer and Customer’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds Customer in any way without the consent of Customer, w
All capitalized terms not defined in this document shall have the meaning ascribed to them in the NACR Sales Agreement.Intellectual Property Infringement Indemnification Agreement • May 14th, 2022
Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless CUSTOMER and CUSTOMER’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds CUSTOMER and/or End User (as the case may be) in any w
All capitalized terms not defined in this document shall have the meaning ascribed to them in the NACR Sales Agreement.Intellectual Property Infringement Indemnification Agreement • May 9th, 2014
Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless CUSTOMER and CUSTOMER’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds CUSTOMER and/or End User (as the case may be) in any w
TALARI NETWORKS, INC.Intellectual Property Infringement Indemnification Agreement • December 13th, 2013
VENDOR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. VENDOR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to VENDOR prompt written notice of the Claim; (ii) an Indemnified Party gives to VENDOR sole authority and control of the defense and/or settlement of the Claim; provided, however, that VENDOR shall not enter into any settlement that binds NACR and/or End User (as the case may be) in any way without the consent of NACR and/or End User (as the case may be), which consent shall not be unreasonably withheld, delayed, and/or conditioned; and (iii) an Indemnified Party, at VENDOR’s expense, provides all reasonable information and assistance requested by VENDOR to handle the defense and/or settlement of the Claim. An Indemnified Party, at its expense, may hire legal counsel of its choice to participate in
NECTAR SERVICES CORP.Intellectual Property Infringement Indemnification Agreement • May 21st, 2014
Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless Customer and Customer’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product and/or Service infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds Customer in any way without the consent
