INFRINGEMENT INDEMNITY definition

INFRINGEMENT INDEMNITY. Broadbase warrants that Licensee's use of the Software in accordance with this Agreement does not infringe any copyright, patent or trade secret of any third party in any country where Broadbase has authorized the distribution of the Software. Broadbase shall at its expense defend, and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any claim, suit or proceeding alleging that Licensee's use of the Software infringes any such copyright, patent or trade secret, provided that Licensee gives Broadbase prompt written notice of the claimed infringement, and grants Broadbase the right to control the defense or settlement of any action or claim related thereto, except that such obligation does not apply with respect to a claim of infringement if and to the extent such claim arises out of (A) compliance with Licensee's specifications, (B) the combination or use of the Software with products not supplied or recommended by Broadbase, (C) any modification or alteration of the Software (other than by or on behalf of Broadbase), or (D) use of the Software after written notice of the claimed infringement has been received by Licensee. If any claim which Broadbase is obligated to defend has occurred, or in Broadbase's opinion is likely to occur, Broadbase may, at its option and expense, procure for Licensee the right to continue using such Software or replace or modify the same so that it becomes non-infringing. In addition Broadbase may, without being in breach of this Agreement, decline to make further deliveries of Software subject to a claim of infringement.
Sample 1

Examples of INFRINGEMENT INDEMNITY in a sentence

  • NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, ALL LIMITATIONS OF LIABILITY SET FORTH THEREIN SHALL APPLY TO SISW’S INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY OBLIGATIONS UNDER THE AGREEMENT; HOWEVER, NOTHING IN THIS SECTION SHALL PREVENT SISW FROM CONTINUING THE DEFENSE OF ANY ACTION AT ITS SOLE DISCRETION AND EXPENSE.

  • EXCEPT FOR (A) CONFIDENTIALITY OBLIGATIONS; OR (B) THE INDEMNITY AND INFRINGEMENT INDEMNITY OBLIGATIONS OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF REVENUE OR PROFIT IN CONNECTION WITH THE PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM BREACH OF CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY.

  • EXCEPT FOR THE INFRINGEMENT INDEMNITY OBLIGATIONS OF THIS AGREEMENT, EACH PARTY’S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ***.

  • THE KRAFT OWNED MATERIALS ARE PROVIDED BY KRAFT TO SUPPLIER AND ITS SUBCONTRACTORS ON AN AS-IS, WHERE-IS BASIS, EXCEPT FOR KRAFT’S INFRINGEMENT INDEMNITY IN SECTION 17.2.5. KRAFT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO SUCH KRAFT OWNED MATERIALS, OR THE CONDITION OR SUITABILITY OF SUCH MATERIALS FOR USE BY SUPPLIER OR ITS SUBCONTRACTORS TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  • For similarreasons of genetic uniformity, the highest rates ofepidemic development generally occur in vegetativelypropagated crops, intermediate rates in self-pollinatedcrops, and the lowest rates in cross-pollinated crops.This explains why most epidemics develop rather slowlyin natural populations, where plants of varying geneticmakeup are intermingled.

  • The following provisions of these GTC shall survive termination or expiration of the Agreement Sections: 5 (RESTRICTIONS ON USE); 6 (INTELLECTUAL PROPERTY; CONTENT); 9 (FEES, PAYMENT AND TAXES); 10 (WARRANTIES); 11 (INFRINGEMENT INDEMNITY); 12 (LIMITATION OF LIABILITY); 13 (CONFIDENTIALITY); and anyprovisions that by their nature should survive termination.

  • Boomi warrants that it has all necessary licenses and permits required to perform the Professional Services, Customer’s sole and exclusive remedy, and Boomi’s entire liability for any breach of the warranty in the preceding sentence, shall be for Boomi to perform its obligations under the INFRINGEMENT INDEMNITY Section of the Agreement.

  • ALL LIMITATIONS OF LIABILITY SET FORTH IN THE AGREEMENT SHALL APPLY TO SIEMENS’ INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY OBLIGATIONS FOR EDA HARDWARE UNDER THE AGREEMENT; HOWEVER, NOTHING IN THIS SECTION SHALL PREVENT Siemens FROM CONTINUING THE DEFENSE OF ANY ACTION AT ITS SOLE DISCRETION AND EXPENSE.

  • THIS INFRINGEMENT INDEMNITY STATES COLLAGEN'S ENTIRE LIABILITY AND OBLIGATION TO LIPOMATRIX FOR ANY CLAIM OF INFRINGEMENT OF THIRD PARTY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS.

  • EXCEPT (I) WITH RESPECT TO SECTION 8 (INFRINGEMENT INDEMNITY), OR (II) FOR DAMAGES RELATED TO CLAIMS BASED ON A BREACH OF ITS OBLIGATIONS SET FORTH IN SECTION 10 (CONFIDENTIALITY), THREATSHIELD’ LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE THREATSHIELD SERVICE FEES PAID BY CUSTOMER FOR THE THREATSHIELD SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT RESULTED IN SUCH CLAIM.

Related to INFRINGEMENT INDEMNITY

  • Infringement Claim has the meaning set forth in Section 8.2(a).

  • Infringement has the meaning set forth in Section 6.3(a).

  • Third Party Infringement Claim has the meaning set forth in Section 23.5.1.

  • Third Party Infringement has the meaning set forth in Section 5.1.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Infringement Action has the meaning set forth in Section 9.6(b).

  • Product Infringement has the meaning set forth in Section 9.4(a).

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • infringement notice has the meaning set forth in Section 7.4.1;

  • Licensor Indemnitees has the meaning set forth in Section 9.1.

  • Intellectual Property Claim means the assertion by any Person of a claim (whether asserted in writing, by action, suit or proceeding or otherwise) that any Borrower’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other property or asset is violative of any ownership of or right to use any Intellectual Property of such Person.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Indemnification Claim has the meaning set forth in Section 8.4(a).

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Product Liability means any liability, claim or expense, including but not limited to attorneys’ fees and medical expenses, arising in whole or in part out of a breach of any express or implied product warranty by the Company, strict liability in tort, negligent manufacture of product, negligent provision of services, product recall, or any other allegation of liability arising from the design, testing, manufacture, packaging, labeling (including instructions for use), or sale of products.

  • Agent Indemnitees means each Agent and its officers, directors, employees, Affiliates, agents and attorneys.

  • Parent Indemnitees has the meaning set forth in Section 8.02.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).