INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 11.1 SDSD will indemnify the Customer against any damages (including reasonable costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation, possession or use of the Licensed Materials by the Customer in accordance with the terms of this Agreement infringes the intellectual property rights (including without limitation any patent copyright database right registered design or trade mark rights) of the said third party, provided that the Customer:
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. A9.1 Without prejudice to any rights or remedies of DCLG the Contractor shall indemnify and keep indemnified DCLG, its servants and agents fully against all actions, claims, proceedings, damages, legal costs, expenses and any other liabilities whatsoever arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights arising out of, in respect of or in connection with the Contract except to the extent that the infringement or alleged infringement is due to material furnished or made available to the Contractor by DCLG. This indemnity covers claims concerning an actual or alleged infringement by DCLG if the infringement arises as a consequence of any actual or alleged infringement of an Intellectual Property Right by or on behalf of the Contractor.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 11.1 Subject to clause 11.4, the Supplier shall defend the Customer against any third Party claim that the Customer’s use or possession of any of the Services or the Materials as authorised under this Agreement infringes the Intellectual Property Rights of a third Party (an "IPR Claim"), and indemnify and hold the Customer harmless from and against any damages finally awarded by a court of competent jurisdiction or required to be paid under the terms of a settlement as a direct result of the IPR Claim, provided that:
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies the End-User against any claim that the normal Use or possession of the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) infringes intellectual property rights of any third party, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doing.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY o 8.1 Proofpoint will (i) defend and indemnify End User against any suit or proceeding by a third party to the extent based on a rightful claim that the applicable Service(s) in the form created and provided by Proofpoint and sold to End User pursuant to this Agreement (the"Indemnified Product(s)") directly infringes any valid U.S. patent or U.S. copyright, or misappropriates any valid trade secret enforceable under the laws of the United States or a jurisdiction thereof, and (ii) pay any damages finally awarded in such suit or proceeding as a result of such claim (or pay any settlement of such claim), provided that End User will promptly notify Proofpoint in writing of the third party claim, suit or proceeding (in any event, within thirty (30) days after End User becomes aware or reasonably should have been aware of such claim); authorizes and allows Proofpoint to have sole control of the defense and/or settlement of the claim; and provides any information, assistance and other cooperation reasonably requested by Proofpoint in connection with the claim, suit or proceeding. In the event of a claim relating to an Indemnified Product, Proofpoint will, at its sole option and expense: (a) procure for End User the right to use the Indemnified Products under the terms of this Agreement; (b) replace or modify the Indemnified Products to be (or to make it more likely to be) non-infringing; or (c) if the foregoing options are not reasonably practicable, then Proofpoint may terminate End User’s rights to use Indemnified Products and refund all amounts paid by End User to Proofpoint attributable to End Users’ future usage or access to the Indemnified Products hereunder. Proofpoint shall have no liability for, and the aforementioned Proofpoint obligations shall not apply to any claim based on or relating to (1) the use of the Indemnified Products in combination with any other product, service or device, if such infringement claim would have been avoided by the use of the Indemnified Products without such other product, service or device; (2) any modification or adaptation to the Indemnified Products; (3) use of an Indemnified Products other than as expressly authorized pursuant to this Agreement; (4) use of the Indemnified Products by End User after Proofpoint has made available to End User a modified version or replacement for the Indemnified Products or has provided notice to End User that a claim of infringement has been or may be made with respect to the Indemnifi...
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 10.1 The Service Provider shall promptly notify Transnet, in writing, of any infringement or apparent or threatened infringement [or any circumstances which may potentially give rise to an infringement] of or any actions, claims or demands in relation to any Intellectual Property Rights [whether occurring during or after the termination of this Agreement] and shall provide to Transnet all assistance which Transnet may reasonably require in connection herewith including, but not limited to, the prosecution of any rights in relation to such Intellectual Property Rights.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 32.1 The Supplier shall indemnify and hold harmless the Purchaser and its employees and officers from and against any and all losses, liabilities, and costs (including losses, liabilities, and costs incurred in defending a claim alleging such a liability), that the Purchaser or its employees or officers may suffer as a result of any infringement or alleged infringement of any Intellectual Property Rights by reason of:
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 The Licensor shall indemnify and hold the Licensee harmless from all damages, claims, legal fees and costs incurred by the Licensee in respect of any third-party claim or action concerning the ownership or use of the Software or the Intellectual Property Rights in the Software, provided that:
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Frog shall indemnify the Customer against all costs and damages awarded under any final judgment by a court of competent jurisdiction (or which are agreed by Frog in settlement) in respect of any claim that the Customer’s possession or use of the Frog Software in accordance with this Agreement infringes the Intellectual Property Rights of any third party.
