Patent/Copyright 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 18 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.
Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.
Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services.
Copyright Infringement Contractor shall also indemnify, defend and hold harmless all Indemnitees from all suits or claims for infringement of the patent rights, copyright, trade secret, trade name, trademark, service ▇▇▇▇, or any other proprietary right of any person or persons in consequence of the use by the City, or any of its boards, commissions, officers, or employees of articles, work or deliverables supplied in the performance of Services. Infringement of patent rights, copyrights, or other proprietary rights in the performance of this Agreement, if not the basis for indemnification under the law, shall nevertheless be considered a material breach of contract.
Sublicense to Use the Scudder Trademarks As exclusive licensee of the rights to use an▇ ▇▇▇▇▇cense the use of the "Scudder," "Scudder Investments" and "Scudder, Stevens & Clark, In▇." ▇▇▇dema▇▇▇ (▇▇gether, the "Scudde▇ ▇▇▇▇▇"), ▇▇▇ ▇ere▇▇ ▇▇ant the Trust a nonexclusive right ▇▇▇ ▇▇▇license to use (i) the "Scudder" name and mark as part of the Trust's name (the "Fund Nam▇"), ▇▇d (ii) the Scudder Marks in connection with the Trust's investment products ▇▇▇ ▇▇▇vices, in each case only for so long as this Agreement, any other investment management agreement between you or any organization which shall have succeeded to your business as investment manager ("your Successor") and the Trust, or any extension, renewal or amendment hereof or thereof remains in effect, and only for so long as you are a licensee of the Scudder Marks, provided however, that you agree to use your best ▇▇▇▇▇▇▇ to maintain your license to use and sublicense the Scudder Marks. The Trust agrees that it shall have no right to su▇▇▇▇▇▇▇e or assign rights to use the Scudder Marks, shall acquire no interest in the Scudder Marks oth▇▇ ▇▇▇▇ the rights granted herein, that all of t▇▇ ▇▇▇▇t's uses of the Scudder Marks shall inure to the benefit of Scudder Trust Company ▇▇ ▇▇▇er and licensor of the Scudder Marks (▇▇▇ "▇rademark Owner"), and that the Trust shall n▇▇ ▇▇▇▇lenge the validity of the Scudder Marks or the Trademark Owner's ownership thereof. The Tru▇▇ ▇▇▇▇her agrees that all services and products it offers in connection with the Scudder Marks shall meet commercially reasonable standards of dua▇▇▇▇, ▇s may be determined by you or the Trademark Owner from time to time, provided that you acknowledge that the services and products the Trust rendered during the one-year period preceding the date of this Agreement are acceptable. At your reasonable request, the Trust shall cooperate with you and the Trademark Owner and shall execute and deliver any and all documents necessary to maintain and protect (including but not limited to in connection with any trademark infringement action) the Scudder Marks and/or enter the Trust as a registered user thereof. ▇▇ ▇▇ch time as this Agreement or any other investment management agreement shall no longer be in effect between you (or your Successor) and the Trust, or you no longer are a licensee of the Scudder Marks, the Trust shall (to the extent that, and as soon a▇, ▇▇ ▇awfully can) cease to use the Fund Name or any other name indicating that it is advised by, managed by or otherwise connected with you (or your Successor) or the Trademark Owner. In no event shall the Trust use the Scudder Marks or any other name or mark confusingly similar there▇▇ (▇▇▇luding, but not limited to, any name or mark that includes the name "Scudder") if this Agreement or any other investment advisory agre▇▇▇▇▇ ▇etween you (or your Successor) and the Fund is terminated.