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.
(b) In the event that a claim referred to under section 11(a) results in any legal proceedings, Customer shall give Signify full authority, at the option and cost of Signify, to settle or conduct the defence of such claim. Customer shall provide Signify with all assistance as Signify may reasonably require in connection with such defence of such claim. Customer shall not enter into any settlement in connection with any such claim, nor incur any costs or expenses for the account of Signify without the prior consent of Signify.
(c) Subject to the provisions of sections 11 and 12, Signify will reimburse Customer in respect of any final award of damages by a court of competent jurisdiction holding that Products and/or Services as supplied by Signify under an Agreement directly infringe any third party IPR, provided that the infringement is held to be directly and solely attributable to the use by Customer of the Products and/or Service as supplied by Signify under the Agreement.
(d) Notwithstanding anything to the contrary provided in the Agreement, Signify will not be liable for, and the obligations of Signify set out in this section 11 will not apply to: (i) any claim of infringement of third party IPR resulting from compliance with Customer’s design, drawings, specifications or instructions; or (ii) use of any Products, deliverables and/or Services other than in accordance with its specifications or any claim based on or resulting from any modification or adaptation of a Product, deliverables and/or Service made by or on behalf of Customer; or (iii) any third party IPR covering any assembly, circuit, combination, method or process, in the manufacture, testing or application in which such Products and/or Services supplied by Signify may have been used; or (iv) any claim of infringement resulting from compliance with an industry...
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.
7.2 If any Licensed Materials are held or alleged to infringe any intellectual property rights, Supplier shall have the option, at its own expense, to (i) obtain for the End-User the right under the relevant intellectual property right to continue using the affected Licensed Materials; (ii) replace the relevant part of the Licensed Materials with a non-infringing replacement; (iii) modify the relevant part of the Licensed Materials to make it non-infringing; or (iv) refund the depreciated value of the relevant part of the Licensed Materials, and accept return of the same. Supplier shall, however, at all times use reasonable endeavours to ensure that the End-User is left with fully operational and functionally equivalent Licensed Materials.
7.3 Supplier shall not indemnify or be liable for any costs or damages if a claim of infringement of intellectual property rights arises out of; (i) compliance with the End-User’s requests; (ii) incorporation of the End-User’s or a third party’s product or products in or with any Licensed Materials; (iii) modification of any Licensed Materials after delivery by Supplier; (iv) the End-User’s Use of other than the latest supported releases of any Licensed Materials (if such release has been made available to the End-User); (v) the End-User’s Use of any Licensed Materials after receiving notice that the relevant Licensed Materials infringe any intellectual property rights; or (vi) any other fault, action or inaction of the End-User.
7.4 The End-User shall inform Supplier of any claim or action brought against the End-User on the issue of infringement of any copyright and other intellectual property rights in the Licensed Materials.
7.5 The foregoing states the entire liability of Supplier to the End-User in respect of infringement or alleged infringement by the Licensed Materials of the intellectual property rights of any third-party.
7.6 The foregoing obligations as to intellectual prop...
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.
7.2 The indemnity set out in clause 7.1 is subject to:
7.2.1 the Customer giving Frog prompt notice, in writing, of the details of the claim;
7.2.2 Frog having sole conduct and control of any claim or action which is within the scope of the indemnity including any related settlement negotiations;
7.2.3 the Customer not making any statement prejudicial to Frog; and
7.2.4 the Customer giving Frog all reasonable help in connection with the claim or action (in which case, Frog shall pay the Customer’s proper and reasonable costs).
7.3 If any claim is made against Frog or the Customer that the Customer’s possession or use of the Frog Software infringes any third party’s Intellectual Property Rights, Frog will at its option and expense have the right to:
7.3.1 negotiate a licence for the Customer for the continued use of the Frog Software in accordance with the Agreement;
7.3.2 modify the Customer’s copy or copies of the Frog Software so as to perform in accordance with the current On-Line Documentation and Product Description in all material respects and to avoid the claim of infringement or any interlocutory injunction or court order in respect of the Frog Software; or
7.3.3 if none of the above are reasonably practicable, Frog may terminate the Agreement and refund to the Customer all Fees relating to the Frog Software paid by the Customer under this Agreement which for the avoidance of doubt excludes any Fees relating to the Equipment and the Services.
7.4 Frog’s obligations under this clause 7 shall not apply in the event that the claim or legal action results from:
7.4.1 use of an earlier release of the Software than Frog’s current release or the Customer’s failure to use updates and patches supplied by Frog;
7.4.2 use of the Software in combination with any other hardware, software except for the Equipment;
7.4.3 use of the Software other than in accordance with the Agreement; or
7.4.4 the Customer’s failure to procure rights which it ought to have procured for Frog or itself under this Agreement.
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.
A9.2 The Contractor shall immediately notify DCLG if any claim or demand is made or action brought against the Contractor for infringement or alleged infringement of any Intellectual Property Rights which may affect the performance of the Contract.
A9.3 DCLG shall immediately notify the Contractor if any claim or demand is made or action brought against DCLG for infringement or alleged infringement of any Intellectual Property Rights in connection to the Contract.
A9.4 Subject to the limitation on the indemnity in Clause A9.1 in respect of material furnished or made available to the Contractor by DCLG the Contractor shall at its own expense conduct any litigation arising therefrom and all negotiations in connection therewith and DCLG hereby agrees to grant to the Contractor exclusive control of any such litigation and negotiations.
A9.5 DCLG shall at the request and cost of the Contractor afford to the Contractor all reasonable assistance for the purpose of contesting any claim or demand made or action brought against DCLG or the Contractor for infringement or alleged infringement of any Intellectual Property Rights in connection with the performance of the Contract. A9.6 DCLG shall not make any admissions which may be prejudicial to the defence or settlement of any claim, demand or action for infringement or alleged infringement of any Intellectual Property Right by DCLG or the Contractor in connection with the performance of the Contract.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 13.1 Subject to clause 9 (Exclusion and Limitation of Liability) and the other provisions of this clause 13 (Intellectual property rights indemnity) BAE Systems shall:
(a) defend or settle, at its option, any legal proceeding brought against the Customer, to the extent that it is based on a claim that any Products, Services or Deliverables (each an “Indemnified Item”) infringe in the United Kingdom or the European Union a third party’s patent, trade secret, or copyright (a “Claim”); and
(b) indemnify the Customer against all damages and costs attributable exclusively to such claim awarded by the court finally determining the case (or the amount of any settlement BAE Systems enters into).
13.2 If any Indemnified Item is found to infringe, or in the reasonable opinion of BAE Systems is likely to be the subject of a Claim, BAE Systems may, at its option:
(a) obtain for the Customer the right to use such Indemnified Item; or
(b) replace or modify such Indemnified Item to make it non-infringing; or
(c) withdraw or cease providing such Indemnified Item, remove it from the scope of the Order, and refund a pro-rated portion of the Charges then paid in advance in respect of such Indemnified Item, as assessed against the duration and business benefit realised from the use of such Indemnified Item; and the Customer will abide by BAE Systems decision in this regard.
13.3 BAE Systems shall have no liability or obligation to the extent that any Claim results from:
(a) use of any Indemnified Item other than in accordance with the licence terms set out in this Agreement and the applicable Order;
(b) use of any Indemnified Item in combination with any software, hardware, products or other equipment or materials not supplied by or approved in writing by BAE Systems;
(c) BAE Systems’ compliance with designs or specifications of the Customer;
(d) any software, hardware, products or other equipment or materials supplied by or on behalf of the Customer (including any such things procured or obtained by BAE Systems acting on the instructions of the Customer) that have been incorporated into such Indemnified Item;
(e) use of an allegedly infringing version of such Indemnified Item, if the infringement could have been avoided by the use of a different version made available to the Customer by BAE Systems; or
(f) modification, repair, adjustment or enhancement of the Indemnified Item other than at BAE Systems’ written direction.
13.4 This clause 13 (Intellectual Property Rights Ind...
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 14.1 The Company warrants that the Licensed Program Materials (excluding Third Party Software for which no warranty is given) do not infringe the intellectual property rights of any third party.
14.2 Subject to clause 13, the Company shall indemnify the Licensee against all damages (excluding consequential damages), costs, charges and expenses arising from or incurred by reason of any infringement or alleged infringement of copyright or any other intellectual property right in consequence of the authorised use or possession of the Licensed Program Materials (excluding Third Party Software for which no indemnity is given) by the Licensee under this Agreement, subject to the following:
14.2.1 the Licensee shall promptly notify the Company in writing of any alleged infringement of which it has notice;
14.2.2 the Licensee makes no admissions without the Company's prior written consent;
14.2.3 the Licensee, at the Company's request and expense shall allow the Company to conduct all negotiations and/or litigation and/or settle any claim. The Licensee shall give the Company all reasonable assistance. The costs incurred or recovered in such negotiations or settled claim shall be for the Company's account; and
14.2.4 the Company shall not be liable in any event to the Licensee for any such infringement or alleged infringement to the extent it results from Data or information supplied, used or inserted by the Licensee in or with the Licensed Program Materials.
14.3 If at any time an allegation of infringement of copyright or any other intellectual property right is made in respect of the Licensed Program Materials, or if in the Company's reasonable opinion such an allegation is likely to be made, or a court of competent jurisdiction determines that the Licensed Program Materials do infringe any third party's copyright or other intellectual property right then the Company may at its own expense modify or replace the Licensed Program Materials so as to avoid the infringement (provided the modified software or replacement does not entail a material deterioration in performance or functionality) or shall procure the right for the Licensee to continue to use the Licensed Program Materials.
14.4 If the solutions offered in Clause 15.3 cannot be achieved, either party may terminate this Agreement immediately upon written notice.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 10.1 You acknowledge and agree that any and all IP Rights which subsist in or arise in connection with the Deliverables, including any and all IP Rights which may arise during the course of the Agreement in connection with developments of or modifications to the Software, with the exception of the Materials and Your Data, belong to us and/or our third party suppliers/licensors and that you shall have no right in or to the Deliverables save the right to use them as permitted by the Agreement.
10.2 You shall own all rights, title and interest in and to all of Your Data and the Materials and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Data and the Materials and the means by which you acquired same.
10.3 You shall use reasonable endeavours to prevent any infringement of the IP Rights in the Deliverables and shall promptly report to us any such infringement that comes to your attention.
10.4 If any third party makes a claim against you that the Deliverables infringe its UK IP Rights effective as of the Licence Date, other than infringements referred to in Clause 10.8, we shall indemnify you. To obtain this protection, you must: (a) notify us promptly in reasonable detail in writing not later than 30 days after you receive notice of the claim, or sooner if required by applicable law; (b) give us sole control of the defence and any settlement negotiations; and (c) give us the information, authority, and assistance we need to defend or settle the claim. This indemnity shall be subject to the ultimate cap on our liability contained within the General Terms, in particular clause 11 thereof. The foregoing states your sole and exclusive right and remedy, and our (including our employees’, agents’ and sub-contractors’) entire obligations and liability in respect of the infringement of any third party IP Rights of any nature.
10.5 If we believe that the Deliverables infringe or may infringe the IP Rights of any third party, we may choose to either modify the Software or obtain a licence to allow for continued use, or if these alternatives are not commercially reasonable, we may terminate the Agreement and refund any applicable Charges (or part thereof) you have paid for the Deliverables (less an amount in consideration of your use prior to such termination). For the avoidance of doubt, this indemnity shall not apply where the claim in question is attributable to the possession, use, development, modification or m...
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 12.1. If a third party brings a claim or legal action against You that directly & specifically relates to the OpenCRM system, its add-ons, or integrations, We agree to co-defend you from and against said claim.
12.2. If such a claim occurs, You will:
12.2.1. Notify us in writing of the nature and detail of the claim within 24 hours,
12.2.2. Not admit any liability or make any agreement or compromise without Our written consent,
12.2.3. Give Us and Our advisors access to Your premises, people, and assets, documents, accounts, etc. that relate to the claim, so We are able to asses it, and
12.2.4. Take any reasonable action We request that does not cause You harm.
12.3. If a claim is made or We think a claim may be made against You, we may:
12.3.1. Procure additional rights to the software or system,
12.3.2. Modify the software or system, and/or
12.3.3. Replace the software or system
12.4. Any upgrades to the OpenCRM system, its add-ons, or integrations will comply with the warranties in this Agreement. You will have the same rights as well.
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. 17.1 The Contractor must at all times indemnify DT Global, the Donor and their employees and agents and the Partner Country (‘those indemnified’) from and against any Loss or liability whatsoever incurred by any of those indemnified or arising from any claim, demand, suit, action or proceeding by any person against any of those indemnified where such Loss or liability arose out of an infringement, or an alleged infringement, of the Intellectual Property Rights of any person, which occurred by reason of the performance or use of the Services.
