Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in paragraph “Z” below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.
Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor is solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any materials (e.g., software, documentation, specifications) or any part thereof, as modified through services provided under this Contract, will not infringe upon or misappropriate any patent, copyright, trademark, trade secret, or any other proprietary right, of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph Y, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses and attorney’s fees. In the event any materials or any part thereof, as modified through the services provided under this Contract, is or becomes the subject of a claim of infringement or misappropriation of a patent, copyright, trademark, trade secret, or any other proprietary right, or is enjoined, Contractor will with all reasonable speed and due diligence provide or otherwise secure for County, at Contractor’s expense and election, subject to County approval not to be unreasonably withheld, one of the following: (a) the right to continue use of any such materials or any part thereof to the full extent contemplated by this Contract; (b) an equivalent system having the specifications as provided in this Contract; or (c) modification of the system or its component parts so that they become non-infringing while performing in a substantially similar manner to the original system and meeting the requirements of this Contract. If none of these options are available on commercially reasonable terms, County shall stop using the affected services provided under this Contract and Contractor shall refund to County any sums County paid to Contractor for the affected services, less a reasonable offset for use. County then has the option of DocuSign Envelope ID: 32AC7F38-40B4-4FD7-9103-57D01A9AA5C7 immediately terminating the Contract, or applicable portions thereof, without penalty for cause pursuant to Paragraph 19, Termination.
Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor shall indemnify and defend the County against any claim by a third party that the Contractor Software infringes a valid U.S. Patent claim or otherwise infringes a third party’s intellectual property provided that the County
(i) provides Contractor prompt written notice of the claim, (ii) permits Contractor to defend, compromise, settle and/or appeal such claim and shall not settle or compromise any claim without Contractor’s prior written consent; however, Contractor shall have no obligation to indemnify the County or County indemnitees if the alleged infringement or violation is based on:
a. Any modification, configuration, implementation or alteration to or of the Contractor Software performed by anyone (including but not limited to the County and its indemnitees) other than Contractor; or
b. Contractor compliance with County designs, specifications, modification instructions, configuration instructions, or implementation instructions if Contractor is unable to follow such designs, specifications, modification instructions, configuration instructions, or implementation instructions without infringement or violation; or
c. Combination, operation or use with software, hardware, information, data, or other materials, not approved or supplied by Contractor, if infringement (including, without limitation, contributory infringement) would have been avoided by use without such software, hardware, information, data, or other materials; or
d. Use of a superseded or altered release of the Contractor Software if the infringement would have been avoided by use of the current unaltered release of the Contractor Software. Notwithstanding anything to the contrary in the foregoing, should the County’s right to continue to use the Contractor Software pursuant hereto be subject to a claim that it infringes or misappropriates a valid patent or copyright or other intellectual property right, or if Contractor reasonably believes such a claim may arise, Contractor may fulfill its obligations under this Section H by, in Contractor’s sole discretion and at no cost to the County:
i. P...
Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that all software hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party, except for any software that constitutes Work Product and is not utilized by County as intended under this Contract or as authorized or directed by Contractor. Contractor agrees that, in accordance with the more specific requirement contained in paragraph “Z” below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees. Contractor shall have no obligation to indemnify County under this Paragraph H for any third-party claim of intellectual property infringement based solely upon County’s combination or utilization of Work Product with non-Contractor Materials that was not combined or utilized at the direction or authorization of Contractor or based solely upon Country’s utilization of Work Product not as intended under this Contract nor as authorized or directed by Contractor.
Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph Z (“Indemnification”) below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees. Except as otherwise specifically described in this Contract, including but not limited to Paragraph 31 (“Source Code Provision”), nothing in this Contract or in any subsequent course of dealing between the parties shall be interpreted as granting or conveying any right, title, or ownership interest in: (i) Contractor’s Software or any improvements, modifications, enhancements, or upgrades to the Software; (ii) any source code or documentation necessary for the compilation of the source code; (iii) any current or future copyright, trade secret, patent, patent right, or other intellectual property right of Contractor, whether or not registered in any jurisdiction or with any governmental agency; or (iv) any current or future trade name, trademark, service xxxx, logo, depiction, or phrase used to describe the Software or any improvements, modifications, enhancements, or upgrades to the Software. Unless permitted by the express terms of this Contract or upon the prior, specific, written permission of a senior officer of Contractor, neither the County nor any agent, employee, or representative of the County may reproduce, alter, adapt, modify, reverse engineer, or create improvements to the Software.
Materials/Proprietary Infringement. Unless otherwise expressly provided in this CONTRACT, SUBRECIPIENT shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this CONTRACT. SUBRECIPIENT warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. SUBRECIPIENT agrees that, in accordance with the more specific requirement contained in Paragraph HH below, it shall indemnify, defend and hold COUNTY and COUNTY INDEMNITEES harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, attorney’s fees, costs and expenses.
Materials/Proprietary Infringement. Except with respect to the County Content, Survey, Websites and Account (each as defined in the Statement of Work) and unless otherwise expressly provided in this Contract, Contractor is solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph Y, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses and attorney’s fees.
Materials/Proprietary Infringement. The University of California system undertakes no obligation to perform freedom to operate assessments on its research results. Unless otherwise expressly provided in this CONTRACT, CONTRACTOR shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this CONTRACT. CONTRACTOR represents that any software/material as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Failure to do so will be considered breach of CONTRACT.
Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor is solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any materials (e.g., software, documentation, specifications) or any part thereof, as modified through services provided under this Contract, will not infringe upon or misappropriate any patent, copyright, trademark, trade secret, or any other proprietary right, of any third party. Contractor agrees that, in accordance with the more specific requirement contained in Paragraph Z, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses and attorney’s fees.
Materials/Proprietary Infringement. Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. . Contractor agrees that, in accordance with the more specific requirement contained in paragraph “O” below, it shall indemnify, defend and hold County and County Indemnitees harmless from any and all claims of infringment upon or violation of any patent, proprietary right, or trade secret right of any third party and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, reasonable attorney’s fees, costs and expenses.
