PATENT INDEMNIFICATION. The Contractor agrees to assume the defense of and shall indemnify and save harmless the Owner and all persons acting for or on behalf of it from all suits and claims against them, or any of them, arising from or occasioned by the use of any material, Equipment or apparatus, or any part thereof which infringes or is alleged to infringe on any patent rights. In case such material, equipment or apparatus, or any part thereof, in any such suit is held to constitute infringement, the Contractor, within a reasonable time, shall at its own expense, and as the Owner may elect, replace such material, Equipment or apparatus with non-infringing material, Equipment or apparatus, or remove the material, equipment, or apparatus and refund the sums paid therefor.
PATENT INDEMNIFICATION. The Contractor agrees to assume the defense of and shall indemnify and save harmless the City and all persons acting for or on behalf of it from all suits and claims against them, or any of them, arising from or occasioned by the use of any material, equipment or apparatus, or any part thereof which infringes or is alleged to infringe on any patent rights. In case such material, equipment or apparatus, or any part thereof, in any such suit is held to constitute infringement, the Contractor, within a reasonable time, shall at its own expense, and as the City may elect, replace such material, equipment or apparatus with non-infringing material, equipment or apparatus, or remove the material, equipment, or apparatus and refund the sums paid therefor.
PATENT INDEMNIFICATION. 11.1. Seller shall defend at Seller’s expense any law suit based on a claim for infringement of a valid United States patent by Seller’s Product brought by a third party against Buyer, and shall indemnify and hold harmless Buyer against all resulting judgments or settlements of such suit or claim, so long as timely notice of such suit or claim and sole control of the defense, and settlement of the same, is given to Seller. Buyer shall furnish to Seller all information and assistance in connection with such suit or claim which may be reasonably requested by Seller.
PATENT INDEMNIFICATION. (a) The Seller warrants that it has full clear and unencumbered title to any goods purchased by the Buyer under this Contract and that at the date of delivery of such items to the Buyer; it will have full and unrestricted rights to sell and transfer all such items to the Buyer.
PATENT INDEMNIFICATION. The Purchaser shall indemnify and hold NWL harmless against any liability, damage, loss, expense, claims or judgment resulting from infringement of patents or trademarks arising from compliance with Purchaser's designs or specifications or instructions. Except as otherwise provided in the preceding sentence, NWL shall defend any suit or proceeding brought against the Purchaser so far as based on a claim that any Product or any part thereof, furnished under this Agreement constitutes an infringement of any patent of the United States, provided that (a) such alleged infringement consists of the use of the Product for any of the purposes for which such Product was sold, (b) Purchaser shall have made all payments for such Product then due hereunder, (c) Purchaser shall give NWL immediate notice in writing of any such suit and transmit to NWL immediately upon receipt all processes and other documents served upon Purchaser, and (d) Purchaser shall permit NWL through its counsel, either in the name of Purchaser or in the name of NWL, to defend such suit(s) and give all needed information, assistance and authority to enable NWL to do so. If notified promptly in writing and given authority, information, and assistance (at NWL's expense) for the defense of same, NWL shall pay all damages and costs awarded therein against the Purchaser but will not be responsible for any compromise or settlement made without its written consent. In case said Product, or any part thereof, is held in such suit to constitute infringement and the use of said Product or part is enjoined, NWL shall at its own expense, either procure for the Purchaser the right to continue using said Product or part, or replace same with noninfringing products, or modify it so it becomes noninfringing, or remove said Product and refund the purchase price and the transportation cost thereof. Notwithstanding the foregoing, NWL shall have no liability and shall not be responsible for (a) infringements of combination or process patents covering the use of the Products in combination with other products not manufactured by NWL, or (b) any change, or enhancement in the Products made by Purchaser or any third party, or (c) use of the Products except in accordance with NWL’s printed instructions. The sale of Products by NWL does not convey any license, by implication, estoppel, or otherwise, under patent claims covering: (a) combinations of said Products with other devices or elements, or (b) a process or machine i...
PATENT INDEMNIFICATION. Seller shall indemnify and hold harmless Buyer against all claims or actions that are instituted against Buyer alleging that Buyer has infringed on the patent rights of others by using, reselling, or promoting the sale or resale of Seller’s Goods. Notwithstanding the foregoing, Seller shall not be obligated hereunder if: (a) Buyer fails to give Seller prompt notice of any such claims or actions, or (b) Such claims or actions are based wholly or in part on the existence or operation of any complete installation or apparatus incorporating Seller’s products as components and which is designed or manufactured by Buyer or a party other than Seller.
PATENT INDEMNIFICATION. (a) In the event of a breach of the representation and warranty set forth in Section 9.1(c), Orbital agrees to indemnify and hold harmless ORBCOMM and its permitted successors and assigns of its products from and against all loss, damages, claims, demands and suits at law or in equity, for actual or alleged claims, demands and suits at law or in equity, arising out of such breach or alleged breach.
PATENT INDEMNIFICATION. Except as provided in the paragraph below, and subject to the limitation set forth below, National will defend any suit or proceeding brought against the Buyer if it is based on a claim that any product, or any part hereof, made to National's design by or for National and furnished hereunder constitutes an infringement of any United States patents, in notified promptly in writing and given full and complete authority, information and assistance (at National's expense) for the defense of same. National will pay damages and costs therein awarded against the Buyer, but shall not be responsible for any compromise made without its written consent. In providing such defense, or in the event that such product, or part thereof, is held to constitute infringement and the use of such product, or part thereof is enjoined, National shall retain the right at its sole discretion to either procure for the Buyer the right to continue using such product or part thereof, or modify it so that it becomes noninfringing, or remove it, or part thereof, and grant the Buyer a credit for the depreciated value thereof, national's indemnity is expressly limited to United States patents only. In no event shall National's total liability to Buyer under the foregoing indemnity exceed the purchase price of the alleged infringing product. National makes no expressed or implied warranty that the products sold hereunder will not infringe any United States or foreign patents, trademarks, or copyrights. [illegible] infringement or contributory infringement of any patents, trademarks or copyrights related to products sold hereunder arising from (i) National's compliance with Buyer's designs, specifications, or instructions, (ii) use of any product in combination with products not supplied by National, or (iii) use of any product in connection with a manufacturing or other process.
PATENT INDEMNIFICATION. Seller will indemnify and hold Buyer harmless from and against all liability and expenses, including attorneys’ fees, arising from actual or claimed infringement of patent, trademark, copyright, misappropriation of trade secrets, breach of confidential relationship, or other rights occasioned by the manufacture, sale or use of the goods or services provided under this order.
PATENT INDEMNIFICATION. Contractor shall indemnify, defend and hold City harmless from any and all claims, demands, and causes of action (including reasonable attorneys’ fees and costs of suit) for actual or asserted infringement or actual or asserted appropriation or use by City of trade secrets, proprietary information, know-how, copyright rights, or patented inventions included in any design or specification furnished by Contractor or arising from the use or sale of materials, equipment, methods, processes, designs and information, furnished by Contractor in connection with the Services. Contractor shall include the foregoing indemnification provision as a term of each agreement utilized by it in the performance of its work which shall extend expressly from the vendor or subcontractor to City.
