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. 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.
11.2. If such Product is held to constitute an infringement and the use of the Product is enjoined or in the opinion of Seller may become constitute an infringement or become enjoined, Seller may, at its option, procure for Buyer the right to continue using the Product or replace same with non-infringing Product, modify the Product so that it becomes non-infringing, or grant Buyer a credit for the purchase price of such Product.
11.3. Notwithstanding any of the foregoing, Seller shall not be liable to Buyer hereunder for any patent infringement or for any claim thereof based upon: (i) use of the Product in combination with any materials not provided by Seller where such infringement or claim thereof would not have occurred but for such combination; or (ii) Seller’s compliance with Buyer’s designs or specifications; or (iii) modification of Products other than at Seller’s direction; or (iv) use of an allegedly infringing version of the Product, if the alleged infringement could be avoided by use of a different version made available to Buyer, (v) the willful acts of Buyer; (vi) Seller’s compliance with any industry or proprietary standard; and (vii) any settlement or compromise incurred or made by Buyer without Seller's prior written consent. The foregoing states Seller’s entire liability and Xxxxx’s sole and exclusive remedy for intellectual property infringement or misappropriation and is in lieu of all other express and implied warranties.
PATENT INDEMNIFICATION a) Each Party shall indemnify, defend and hold the other Party and its Affiliates and their respective employees, directors, officers and agents harmless against any claim, liability, damages, losses, judgment, and other expense (including but not limited to reasonable attorney’s fees and court costs) awarded against the Party by a court of competent jurisdiction pursuant to a final judgment in favor of the owner of any patent, copyright, mask work, trademark, or trade secret, as a direct result of any claim of infringement of any such patent, copyright, trademark or misappropriation of any trade secret related to the Party’s purported Intellectual Property rights set out in Schedule 11.1.
b) In the event of an infringement or misappropriation claim as described in this Section 13.4 arises, or if the indemnifying Party reasonably believes that a claim is likely to be made, the indemnifying Party, at its option and at the indemnifying Party’s expense, may: (i) modify the Intellectual Property so that it becomes non-infringing; or (ii) modify the Services so that the process becomes non-infringing but still complies with the applicable Specifications; or (iii) replace the Product with a substitute Product that complies with the applicable Specifications, or perform the process in a manner that is non-infringing but functionally equivalent; or (iv) obtain for the indemnified Party the right to use the Intellectual Property upon commercially reasonable terms at indemnifying Party’s sole expense. Sanofi-aventis shall have no obligation under this Section or other liability for any infringement or misappropriation claim resulting or alleged to result from: (v) a claim of infringement that relates to a further process not performed by sanofi-aventis, unless the intellectual property rights to such further process are owned or licensed by sanofi-aventis; (vi) use of the Product in combination with any substance or composition not furnished or recommended for use by sanofi-aventis, unless sanofi-aventis is also the licensor of Intellectual Property rights relating to such combination; (vii) any claim arising from any Specification, instruction, information, design or other materials required by CPP of sanofi-aventis under this Agreement, where the Product or Service would not infringe had sanofi-aventis not complied with the direction of CPP.
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. (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.
(b) The Seller shall indemnify the Buyer against any claim or demand by any third party under patent design, trade xxxx or any other monopoly or proprietary rights in the goods or materials supplied under this Contract and all costs and expenses relating thereto, whether the claim or demand is justified or not.
PATENT INDEMNIFICATION. The Licensor declares that according to his knowledge at the date of signature of this Agreement, the Licensed Technology does not infringe industrial property rights of third parties in the territory defined in Section 2.
a. Licensor agrees, at its own expense, to defend, indemnify and hold Licensee harmless against any suit claim, or proceeding brought against Licensee by any third party alleging that manufacture, marketing or use of Licensed Products infringes any third party patent issued after the effective date of this agreement or infringement of copyright or trademark or misappropriation of any trade secret of any third party. As express conditions of Licensors obligations under this Section Licensee shall (a) immediately notify Licensor in writing of any such suit claim or proceeding and tender a request for indemnification hereunder, (b) allow Licensor to assume sole control of the investigation, defense and settlement of such suit claim or proceeding, (c) give Licensor information and assistance reasonably necessary for the investigation, defense aid settlement of such suit, claim, or proceeding, at Licensor's expense, and (d) not enter into any settlement of any such suit, claim or proceeding without Licensor's written consent The foregoing indemnity obligation shall not apply with respect to any product of Licensee or portions or components thereof that are not covered by at least one claim of the Patent or part of the Licensed Technology, combined with other products, processes or materials other than as provided under this Agreement or where Licensee continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; provided that such modifications will be implemented at the expense of Licensor.
b. At all times Licensor shall have the right at its sole discretion and expense to either (i) require Licensee modify the Licensed Product so that it is not infringing; (ii) obtain for Licensee at Licensor's expense the right to continue the use of the Licensed Product as licensed hereunder.
c. The indemnity in this section states the entire liability of Licensor for infringement of Intellectual Property right by Licensor Products and is in lieu of any warranty of non infringement of Patent Title and the like, but is without prejudice to the supplier's warranties under section 7 (e), (f), and (g).
PATENT INDEMNIFICATION. Unless Buyer has designed, or provided the design for, the applicable purchased item, Seller shall indemnify and save harmless Buyer, its successors, assigns, customers or users of its products, from and against all loss, liability and damage, including costs and expenses, resulting from any claim that the manufacture, use, sale or resale of any goods supplied under this order infringe any patent or patent rights, and Seller shall when notified, defend any action or claim of such infringement at its own expense.
PATENT INDEMNIFICATION. Seller shall, at its own expense, defend any suit instituted against Buyer, based on any claim that equipment furnished hereunder infringes any Letters Patent of the United States, and Seller shall pay any damages assessed against Buyer in any such suit, provided that Buyer, upon service of process upon Buyer, gives to Seller notice in writing of the institution of such suit, and permits Seller, through counsel chosen by Seller, to defend the same, and gives Seller all information in Buyer's possession and reasonable assistance and authority to enable Seller so to do. Seller shall have no liability or obligation to Buyer for patent infringement resulting from compliance by Seller with written instructions or specifications of Buyer concerning the structure, operation, material, or method of making equipment furnished hereunder.
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 Global and its permitted successors and assigns of its products from and against all
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.
