IP indemnity definition

IP indemnity shall have the meaning provided at Clause 15.7;
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IP indemnity. The LFC will indemnify the Service Provider against any cost, damage or loss (including reasonable legal costs) suffered or incurred by the Service Provider as a direct result of any claim by a third party that the Service Provider’s use or sub-licensing of any software licensed to it by the LFC, or use of Services or LFC (Service Provider) Equipment provided by the LFC, in accordance with this Agreement infringes any patent, copyright, design, trade name, trade mark, service mark or other intellectual property rights of that third party (a claim), provided that the Service Provider: (a) does not admit liability or settle any claim without the LFC’s prior written consent; and (b) permits the LFC (at the LFC’s cost) to defend the claim, and renders all reasonable assistance to the LFC for that purpose. The Service Provider shall give the LFC written notice of the claim by the third party for which the indemnity is claimed under this clause 14.4 within ten Business Days of becoming aware of it.
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IP indemnity. The LFC will indemnify the Service Provider against any cost, damage or loss (including reasonable legal costs) suffered or incurred by the Service Provider as a direct result of any claim by a third party that the Service Provider’s use of any software licensed by the LFC in accordance with this Agreement infringes any patent, copyright, design, trade name, trade mark, service mark or other intellectual property rights of that third party (a claim), provided that the Service Provider: (a) gives the LFC written notice of the claim within 10 Business Days of becoming aware of it; (b) does not admit liability or settle any claim without the LFC’s prior written consent; and (c) permits the LFC (at the LFC’s cost) to defend the claim, and renders all reasonable assistance to the LFC for that purpose.
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Examples of IP indemnity in a sentence

  • The study tested five alternative hypotheses using the multiple linear regression results.

  • Id. at 4, 6-9.In the Tennessee Action, IP claims that Land Clearing owes IP indemnity against theAlabama Action pursuant to the WSA.

  • Q5 Clause C6.20- C6.18 Patents and Royalties, Please note that IP indemnity is an important part of a contract and cannot be broad.

  • While the limitation of liability will not apply to the IP indemnity, it will apply to any breach of the acceptable use policy.

  • Those manufacturers would agree to IP indemnity in their direct contract with the State.

  • Except for the remedies specified in clause 6 and the IP indemnity specified in claus3 12, neither party shall be liable under this Agreement for: (i) any indirect or consequential loss or damage, nor (ii) any loss of actual or anticipated profits, savings, contracts or business opportunities, whether direct or indirect in nature.

  • The limitations in clause 14.1 do not apply to liability of the Contractor, including under an indemnity whether or not expressly referred to in this clause, for: personal injury and death; loss of, or damage to, third party property; breach of IP rights, confidentiality, privacy or security obligations; fraud or wilful default; or unlawful (not including breach of contract) or illegal acts; or the IP indemnity provided by the Contractor under clause 37.c.

  • Each party grants licences to the other, and you make an IP-related warranty and grant an IP indemnity (with some carve-outs to protect you in relation to Third Party Material and certain other things).

  • In a nutshell, though, you own your existing IP and modifications to it, the Purchasing Agency owns its existing IP, you own the new IP in software you develop for the Purchasing Agency (if any), the Purchasing Agency owns new IP in other materials you develop specifically for it, each party grants licences to the other, and you make an IP-related warranty and grant an IP indemnity (with some carve-outs to protect you in relation to Third Party Material and certain other things).

  • Indemnification – Intellectual Property - Mitel requests the following IP indemnity language be included in the resulting contract: “Vendor shall at its expense indemnify and defend TIPS and/or TIPS Member from any claim or action filed against TIPS and/or TIPS Member to the extent that it is based on a claim that the hardware or software infringes a valid U.S. or Canadian intellectual property right.


More Definitions of IP indemnity

IP indemnity. [User note: This is the only indemnity provided by the Licensor. The indemnity protects the Licensee against claims by third parties that the Software infringes those third parties’ intellectual property rights. The scope of the indemnity will depend on the negotiating power of the parties.]
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Related to IP indemnity

  • 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.

  • Indemnity means the payment of an amount to offset all or part of an insured loss.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, sponsors, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, letters, the Debtors’ respective memoranda, articles or certificates of incorporation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Tax Indemnity means the deed of covenant against taxation, in the Agreed Terms, to be entered into on the Closing Date between the Seller and the Purchaser;

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

  • 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.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

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

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

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

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

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

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

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

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

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

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

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

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

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

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Holder Indemnified Party is defined in Section 4.1.