Partner Technology definition
Examples of Partner Technology in a sentence
Any work product created by the Avalara Professional Services (including any Inventions used or developed by Avalara or its subcontractors in connection with the Avalara Professional Services) will be Avalara’s Intellectual Property only to the extent that the work product does not incorporate (A) any Partner Intellectual Property or Partner Technology or (B) any works-made-for-hire that Avalara creates for Partner’s exclusive use.
Each Party shall indemnify and defend the other Party against any Losses resulting from a third-party claim (including any Customer claim) arising under such third party’s purchase or use of the Indemnitor’s products or services, except those claims covered by Sections 9(a)(i) or 9(b)(i) (e.g., as to Avalara, the Services and Avalara Technology; and, as to Partner, the Solution, Connector, and Partner Technology), including, for example, any claims based on warranty or product liability.
Nothing in the Agreement transfers or conveys to Avalara any ownership interest in the Partner Technology, Partner Confidential Information, or any Intellectual Property in the foregoing.
Partner retains all right, title, and interest in all Intellectual Property rights in the Partner Technology, Partner Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing.
Partner will indemnify and defend Avalara against any Losses arising from a third-party claim that (i) Avalara’s use of the Partner Technology in accordance with the Agreement causes an Infringement; (ii) results from Partner’s breach of the Agreement; or (iii) results from Partner’s violation of applicable law.