PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party.
a. COUNTY will: (1) notify CONTRACTOR promptly of such claim, suit or assertion; (2) permit CONTRACTOR to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable CONTRACTOR to do so. CONTRACTOR shall not agree without COUNTY’s prior written consent, to any settlement, which would require COUNTY to pay money or perform some affirmative act in order to continue using the CONTRACTOR Products.
b. If CONTRACTOR is obligated to defend COUNTY pursuant to this Section 38 and fails to do so after reasonable notice from COUNTY, COUNTY may defend itself and/or settle such proceeding, and CONTRACTOR shall pay to COUNTY any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with COUNTY’s defense and/or settlement of such proceeding.
c. In the case of any such claim of infringement, CONTRACTOR shall either, at its option, (1) procure for COUNTY the right to continue using the CONTRACTOR Products; or (2) replace or modify the CONTRACTOR Products so that that they become non-infringing, but equivalent in functionality and performance.
d. Notwithstanding this Section 38, COUNTY retains the right and ability to defend itself, at its own expense, against any claims that CONTRACTOR Products infringe any patent, copyright, or other intellectual property right.
PATENT AND COPYRIGHT INDEMNITY. 1. Syncro will defend and indemnify You for all costs (including reasonable attorneys fees) arising from a claim that Software furnished and used within the scope of this Agreement infringes the copyright or other intellectual property rights protected by United States or European Union law of any third party, provided that: (i) You notify Syncro in writing within ten (10) business days of the claim, (ii) Syncro has sole control of the defense and all related settlement negotiations, and
PATENT AND COPYRIGHT INDEMNITY. Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“Contractor Products”) provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit, or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and,
PATENT AND COPYRIGHT INDEMNITY. GeoQuest shall defend, or at its option settle, any claim, proceeding or action brought against Customer based upon a claim that a Product supplied by GeoQuest constitutes a direct infringement of a patent or copyright issued under the laws of the country of original delivery, and GeoQuest shall pay those costs and damages finally awarded against Customer in any such action or proceeding which result from any such claim, provided always that GeoQuest shall have no liability under this Article: (a) unless GeoQuest is notified promptly in writing by Customer of each notice and communication regarding such claim, is given the complete authority, information and assistance necessary for such defense, and is given sole control of the defense of any action on such claim and of all negotiations for its settlement or compromise, or (b) if Customer makes any admission regarding infringement.
Should a Product become, or in GeoQuest's opinion be likely to become, the subject of a claim of infringement or the like under such patent or copyright laws, Customer shall permit GeoQuest, at GeoQuest's option, to either: (a) procure for Customer the right to continue using the Product, (b) replace or modify the Product so that it becomes non-infringing (provided the same level of functionality is maintained), or (c) accept the return of the Product and grant Customer a credit for the then depreciated value of the infringing Product, which for the purposes of this Article shall be presumed to depreciate by one-fifth (1/5) of its purchase price per year. If the infringing Product is leased or rented to Customer, GeoQuest may terminate the lease or rental and Customer's sole remedy in such case shall be the return by GeoQuest of any payments made by Customer for periods after such termination. GeoQuest shall have no liability or obligation to Customer under this Article for any patent or copyright infringement or claim thereof based upon: (a) GeoQuest's compliance with Customer's specifications, (b) the combination of the Product with other items not furnished or approved in writing by GeoQuest, (c) any unauthorized addition to or modification of the Product, (d) any use of the Product in the performance of a method or process (practice of a process), except where such practice is solely completed by or within the Product, or (e) information, service or assistance provided by GeoQuest to Customer, excluding software programs and maintenance/operation manuals. Customer shall def...
PATENT AND COPYRIGHT INDEMNITY. Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“Contractor Products”) provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit, or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County’s prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.
a. If Contractor is obligated to defend County pursuant to this Paragraph 33 and fails to do so after reasonable notice from County, County may defend itself and/or settle such proceeding, and Contractor shall pay to County any and all losses, damages and expenses (including attorney’s fees and costs) incurred in relationship with County’s defense and/or settlement of such proceeding.
b. In the case of any such claim of infringement, Contractor shall either, at its option, (1) procure for County the right to continue using the Contractor Products; or (2) replace or modify the Contractor Products so that that they become non-infringing, but equivalent in functionality and performance.
c. Notwithstanding this Paragraph 33, County retains the right and ability to defend itself, at its own expense, against any claims that Contractor Products infringe any patent, copyright, or other intellectual property right.
PATENT AND COPYRIGHT INDEMNITY. A. Xxxxxx warrants that, to the best of its knowledge, the Services, Software and the Equipment will not infringe any patent, copyright, trademark, trade secret, mask work right or other intellectual property right of any third party. If Customer promptly notifies Hxxxxx in writing of a third party claim against Customer that any of the Equipment, Software or Service provided by Hxxxxx infringes a patent, copyright trade secret or other intellectual property right of a third party, Hxxxxx will indemnify, defend and hold Customer harmless with respect to such claim at Hxxxxx’ expense and will pay any costs or damages that may be finally determined against Customer. In the event of any such claim, HNS shall have the right to control the defense thereof and Customer shall provide such reasonable assistance and information, at HNS’ expense, as HNS requests in writing and as it is available to Customer.
B. Further, if any such item is, or in Hxxxxx’ opinion is likely to be, held to constitute an infringing product, Hxxxxx shall at its expense and option either (a) procure the right for Customer to continue using it, (b) replace it with a non-infringing equivalent reasonably acceptable to Customer, (c) modify it to make it non-infringing or (d), only if the remedies above are impracticable, accept return of such item and, in addition to the indemnification obligations above and such other rights and remedies of Customer available herein, refund to Customer the fees paid for such item less a reasonable amount for Customer’s use of the relevant item up to the time of return.
C. Notwithstanding the above, HNS will not be liable for any such damages or costs attributable to claims resulting from (i) HNS' compliance with Customer’s designs, specifications, or instructions, (ii) use of any item provided by HNS in combination with products not supplied by HNS, to the extent the claim would not have otherwise arisen but for such combined use, or (iii) a manufacturing or other process carried out by or through Customer and utilizing any item provided by HNS that constitutes either direct or contributory infringement of any patent or other intellectual property right,. In addition, the exclusion from HNS’ intellectual property indemnity, as described in Section 9(e) of the Development Services Agreement heretofore entered into by the parties, as said exclusion applies to claims of infringement which would not have arisen but for such development work, shall continue to ap...
PATENT AND COPYRIGHT INDEMNITY. 6.1. Subject to the limitations in Section 9, Worldsensing shall indemnify and defend the Licensee against any claims made by a third party that Licensee's reproduction of the Software (which, for the purposes of this Section 6, means the Software as delivered by Worldsensing, excluding the open-source software programs described in Section 5.2) as permitted in this Agreement directly infringes such third party's patent or copyright, provided that the Licensee complies with the requirements of this Section. The Licensee will (a) provide Worldsensing prompt written notice of any claim that the Software infringes any intellectual property rights,
PATENT AND COPYRIGHT INDEMNITY. (A) Ohio Public Institution Requirements
(1) The Contractor is a subdivision or instrumentality of the state of Ohio. To the extent permitted by law, the Contractor shall be responsible for any and all claims, actions, damages, expenses awarded by a court of competent jurisdiction, for the negligent acts and omissions of its officers, employees, or agents engaged in the scope of their employment and arising under this Agreement, including but not limited to acts of infringement of any U.S. or foreign patent or copyright arising out of the Contractor's performance under this contract.
(2) The Contractor shall not knowingly include in any work or deliverable any legally protected intellectual property of another, including any copyrighted matter, unless the intellectual property owner gives prior written approval to use such intellectual property.
PATENT AND COPYRIGHT INDEMNITY. CONSULTANT represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONSULTANT Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONSULTANT shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONSULTANT Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party.
a. COUNTY will: (1) notify CONSULTANT promptly of such claim, suit or assertion;
PATENT AND COPYRIGHT INDEMNITY. 9.1 Kentik shall defend, indemnify and hold Customer and its officers, directors, employees, subsidiaries and shareholders harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings ("Claims") (i) made or brought against Customer by a third party alleging that the use of the SaaS Services as contemplated hereunder infringes the U.S. intellectual property rights of such third party or (ii) based on a violation of any statute, law, ordinance or regulation by Xxxxxx, provided that Customer (a) promptly gives written notice of the Claim to Kentik; (b) gives Xxxxxx sole control of the defense and settlement of the Claim (provided that Kentik may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) provides to Kentik, at Xxxxxx's cost, all reasonable assistance.
9.2 As it relates to 9.1(i), Kentik may, at its sole option and expense: (i) procure for Customer the right to continue using the SaaS Services under the terms of this Agreement; (ii) replace or modify the SaaS Services to be non- infringing without material decrease in functionality; or (iii) if the foregoing options are not reasonably practicable, terminate the right to use the infringing SaaS Services and Reseller shall refund to Customer the prepaid fees for the remainder of the Initial Term or then-current Extension Term as measured from the date of termination.
9.3 As it relates to 9.1(i), Kentik shall have no liability for any Claim to the extent the Claim is based upon (i) the use of the SaaS Services in combination with any other product, service or device not furnished, recommended or approved by Kentik, if such Claim would have been avoided by the use of
9.4 The provisions of this Section 9 set forth Xxxxxx’s sole and exclusive obligations, and Customer’s sole and exclusive remedies, with respect to infringement or misappropriation of third party intellectual property rights of any kind.
9.5 Customer shall defend, indemnify and hold Kentik, its officers, directors, employees, subsidiaries and shareholders harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with all Claims arising out of (i) a violation of any statute, law, ordinance, or regulation by Customer; and/or (ii) Customer Data used in conjunction with the SaaS Services. Xxxxxx shall have the right to participate in such defense with counsel of its own choo...
