INDEMNIFICATION FOR INFRINGEMENT Sample Clauses

INDEMNIFICATION FOR INFRINGEMENT. The terms of this Section 10 do not apply to the Community Edition Licensees. Licensor will defend or settle, at its own expense, any claim against Licensee asserting a copyright, trademark or trade secret which concerns the Product used within the scope of the Agreement hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages alleged against Licensee. Licensor's obligations under this Section are conditioned on Licensee promptly notifying Licensor in writing after Licensee first receives notice of any such claim, action or allegation of infringement and, Licensor being given sole control of the defense of any action and all negotiations for its settlement or compromise, with the reasonable assistance of Licensee. Licensor shall not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent. If an injunction or order is obtained against Licensee's use of the Product by reason of the allegations of infringement, or if in Licensor's opinion the Product is likely to become the subject of a claim of infringement, Licensor shall, at its expense: (a) Procure for Licensee the right to continue using the Product; or (b) Modify or replace the Product with a compatible, functionally equivalent, non-infringing Product(s); or (c) If neither (a) nor (b) is reasonably practical in Licensor's judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor's entire liability and Licensee's sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. Supplier will promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which NCR, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCR's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent specific product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. Supplier will have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR will, following notification to Supplier, have sole control of the defense of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR.

INDEMNIFICATION FOR INFRINGEMENT. 23.1 The Licensor warrants to the Licensee that it has indefeasible title to all property rights which are subject to this Agreement. (a) In the event any claim by a third party is made, or any action is commenced against the Licensee, for the alleged infringement by the Licensee of any such third party’s alleged patents, trademarks, or of any other intellectual or “Industrial Property Rights”, resulting from the use by the Licensee of the three component process, the Licensee shall give written notice to the Licensor of any such claim or action with ten (10) days from notice of claim or service of process in any action. (b) The Licensor shall have the option, to be exercised in its sole discretion, to defend any such claim or action on behalf of the Licensee in the same manner and to the same extent as if the claim or action was made or commenced against the Licensor. In any such election, the Licensee agrees to cooperate fully with the Licensor to defend, oppose, or settle any such claim or action, at Licensor’s sole discretion and expense.

INDEMNIFICATION FOR INFRINGEMENT. 9.1 Portable warrants to Customer that the Licensed Programs do not infringe any patent issued in the United States or a European Union country, or any trade secret, copyright, or other proprietary rights. As Customer's exclusive remedy for breach of this warranty and Portable's entire liability for infringement, Portable agrees to indemnify and hold Customer harmless with respect to any suit, claim, or proceeding brought against Customer alleging that Customer's permitted use of the Licensed Programs under this Agreement constitutes an infringement of any patent issued in the United States or a European Union country, or any trade secret, copyright, or other proprietary right. Portable shall defend Customer against any such suit, claim, or proceeding, and pay all litigation costs and reasonable attorneys' fees incurred in connection with such suit, claim or proceeding, and all settlement payments and damages awarded therein, provided that Portable is notified in writing within thirty (30) days of any such suit, claim or proceeding, Customer tenders the control of any such claim or proceeding to Portable, and Customer cooperates with Portable in the defense or settlement of same. 9.2 Upon notice of alleged infringement or if in Portable's opinion such a claim is likely, Portable shall have the right, at its option and expense, either: (a) to procure for Customer the right to continue using the Licensed Programs; or (b) to replace or modify the Licensed Programs so that they provide substantially the same, or greater, functionality and performance than the infringing Licensed Program, but are no longer subject to a claim or infringement. If, in Portable's opinion, none of the options above are reasonably available, Customer's sole and exclusive remedy shall be to return the infringing Licensed Programs to Portable in exchange for a refund of the price that Customer paid to Portable for such Licensed Programs, less reasonable amortization pro-rated over a forty-eight (48) month term from the date the infringing Licensed Programs are shipped to Customer. Portable shall not have any obligation under this Section: (a) to the extent the claim arises from a modification of the Licensed Program other than by or on behalf of Portable or from Customer's use of the Licensed Program in combination with other non-Portable software, equipment or devices; or (b) if Portable has provided Customer with a non-infringing version of the Licensed Programs (that provide substan...

INDEMNIFICATION FOR INFRINGEMENT. Subject to Section 5.6 (Ex-U.S. Distribution), if a Third Party files a claim or brings an action against any Zomedica Indemnified Party alleging that a Product, as delivered by Qorvo to Zomedica, or the making, having made, use, sale, offering for sale or importation thereof, infringes or misappropriates such Third Party’s Intellectual Property Right, and if Qorvo is promptly advised of any such claim or action by Zomedica, then Qorvo will assume and have sole control of the defense of any such action or claim in accordance with Section 12.4 (Indemnification Procedure) and shall be responsible for any Losses with respect to such action or claim based on such infringement or misappropriation. If at any time use of a Product is enjoined or is discontinued because of such action, Qorvo shall, at its sole option and expense, either procure for Zomedica the right to continue using the Product, replace, or modify the Product so that it becomes non-infringing (without materially decreasing the functionality, sensitivity or efficacy of such Product) or issue Zomedica a credit for the purchase price of the Product and accept its return. Qorvo will not have any liability or obligation under this Section 12.3 (Indemnification for Infringement) to the extent the infringement of a Third Party right is based in any way upon (i) the use of the Product in combination with other components, equipment or software not furnished by Qorvo; (ii) use of a Product in practicing any process; (iii) any Product which has been modified or altered after delivery to Zomedica; (iv) the manner in which the Product is used even if Qorvo has been advised of such use; (v) Qorvo’s compliance with designs, specifications or instructions that are specifically requested by Zomedica; (vi) infringement, misappropriation, or other violation of a Third Party’s patent rights in any country or jurisdiction outside of the U.S. in which Qorvo objects to the distribution of Products as set forth under Section 5.6 (Ex-U.S. Distribution); or (vii) Zomedica’s failure to obtain Third Party Assay IP Rights in accordance with Section 5.3 (Third Party Intellectual Property). In no event shall a Party’s total liability to the other Party under this Section 12.3 (Indemnification for Infringement) exceed [*]. If any suit or proceeding is brought against Qorvo based on a claim that a portion of the Products manufactured by or on behalf of Qorvo in compliance with designs, specifications, or instructions that are ...

INDEMNIFICATION FOR INFRINGEMENT. Contractor indemnifies and holds the State harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities, and costs in any action or claim brought against the State for infringement of a third party’s copyright, trademark, trade secret, or other proprietary right. If there are any limitations of Contractor’s liability, such limitations of liability will not apply to this section.

INDEMNIFICATION FOR INFRINGEMENT. The Service Provider will release, protect, indemnify, defend, and hold the State and the Subscribing Entities harmless from and against any claims of infringement by any third parties based on any Service provided under this Agreement. Any defense of the State or a State Subscribing Entity requires and is subject to the approval and consent of the Ohio Attorney General. Any such defense will be at the Service Provider’s sole cost and expense. Further, the Service Provider will indemnify the State and Subscribing Entities for any liability resulting from any such claims, demands, or suits, as well as hold the State and the Subscribing Entities harmless for the Service Provider’s liability, losses, and damages resulting from such. This obligation of defense and indemnification will not apply where the State or a Subscribing Entity has modified or misused the Service and the claim or the suit is based on the modification or misuse. The State or affected Subscribing Entity or Entities agrees to give the Service Provider notice of any such claim as soon as reasonably practicable and to allow the Service Provider to control the defense of any such claim, upon consultation with and the approval of the Office of the State’s Attorney General. If a successful claim of infringement is made, or if the Service Provider reasonably believes that an infringement or similar claim that is pending actually may succeed, the Service Provider will do one of the following four things as soon as reasonably possible to avoid or minimize any interruption of the Subscribing Entities business: i. Modify the offending Service so that it is no longer infringing but provides substantially the same functionality as before the modification; ii. Replace the offending Service with an equivalent or better offering; iii. Acquire the right for the Subscribing Entities to use the infringing Service as it was intended for the Subscribing Entities to use under this Agreement; or iv. Terminate the infringing Service and refund the amount the Subscribing Entities paid for the Service and the amount of any other Service that requires the availability of the infringing Service for it to be useful to the Subscribing Entities.

INDEMNIFICATION FOR INFRINGEMENT. 5.1. HealthStream represents and warrants that to the best of its knowledge: 5.1.1. T.NAV(R) does not infringe any copyright or patent enforceable under the laws of any country. 5.1.2. T.NAV(R) does not violate the trade secret rights of any third party. 5.2. HealthStream agrees to indemnify, hold harmless, and defend HealthGate from any and all damages, costs, and expenses, including reasonable attorneys' fees, incurred in connection with a claim which constitutes a breach of the warranties set forth in Section 5.1 and where judgment has been rendered (hereinafter claims under Subsections 5. 1.1 and 5.1.2 shall collectively be referred to as "Infringement Judgments"); provided, HealthStream is notified promptly in writing of an Infringement Judgment and has sole control over its defense or settlement, and HealthGate provides reasonable assistance in the defense of the same. 5.3. HealthStream warrants that to the best of its knowledge its performance of this Agreement will not violate or infringe upon the rights of third parties, including but not limited to property, contractual, employment, trade secret, proprietary information and non-disclosure rights, or any United States trademark, copyright or patent right. HealthStream will, at its own expense, defend any suit or proceeding brought against HealthGate based on a claim that the HealthStream Courses infringe upon any copyright, patent, trademark, trade secret, or other intellectual property right, provided that HealthStream is notified promptly in writing and given full and complete authority, information and assistance for the defense of such suit or proceeding. HealthStream may, at its option and expense, either obtain the right to continue usage of affected HealthStream Courses free of any claim of infringement, modify such HealthStream Courses so that affected HealthStream Courses is not subject to a claim of infringement, or remove the affected HealthStream Courses from the Joint Site. 5.4. HealthGate represents and warrants that to the best of its knowledge: 5.4.1. CHOICE(TM) does not infringe any copyright or patent enforceable under the laws of any country. 5.4.2. CHOICE(TM) does not violate the trade secret rights of any third party. 5.5. HealthGate agrees to indemnify, hold harmless, and defend HealthStream from any and all damages, costs, and expenses, including reasonable attorneys' fees, incurred in connection with a claim which constitutes a breach of the warranties set forth in Section ...

INDEMNIFICATION FOR INFRINGEMENT. Design Builder shall pay all royalty and license fees required for the design and construction of any portion of the Project assigned to it. To the maximum extent permitted by law, Design Builder shall defend any and all suits or claims for infringement of patent rights and shall indemnify and save Owner harmless from all loss or expense on account thereof (including attorneys’ and paralegals’ fees).

INDEMNIFICATION FOR INFRINGEMENT a. The following indemnification provisions set forth the entire obligation of KMC with respect to infringement of proprietary rights arising directly from the Qwest-Required Equipment used to provide MGS Services; provided, however, notwithstanding the foregoing, that KMC shall have no indemnification or other obligation to Qwest whatever with respect to infringement of proprietary rights arising directly from the Qwest-Required Equipment except to the extent, if any, that KMC possesses the right to be indemnified by the vendor or manufacturer of the Qwest-Required Equipment from time to time for infringement of proprietary rights: i. KMC or its suppliers will defend any claim, suit or proceeding brought against Qwest insofar as it is based on a claim that any Qwest-Required Equipment used hereunder infringes a United States copyright or an existing United States patent (issued as of August 31, 1999). Qwest shall notify KMC promptly in writing of the claim and give KMC and its suppliers full authority, information, and assistance for the defense. If such claim has occurred, or in KMC's opinion is likely to occur, Qwest agrees to permit KMC and its suppliers, at KMC's option and expense, either to procure for Qwest the right to continue using the Qwest- Required Equipment or to replace or modify the same so that it becomes noninfringing, or, if neither of the foregoing alternatives is reasonably available, remove the Equipment and refund Qwest the portion of the price for the MGS Services reasonably attributable to such Equipment depreciated or amortized by an equal annual amount over the lifetime of the Qwest-Required Equipment as established by Cisco or Nortel. ii. KMC and its suppliers have no liability under this Section 11 for any claim based upon the combination, operation, or use of any Qwest-Required Equipment used hereunder with equipment, devices, or software not supplied by the vendor of such Qwest-Required Equipment. KMC and its suppliers have no liability for any claim under this Section 11 based upon alteration or modification by Qwest or a third party of any Qwest-Required Equipment supplied hereunder. Further, KMC and its suppliers shall have no liability for any claim based upon compliance with Qwest's designs, specifications, or instructions. b. The following provisions relate to all Equipment other than Qwest-Required Equipment and all combinations of Equipment: i. KMC agrees to defend and/or handle at its own expense, and to indemnify a...