Infringement Clause Clause Samples

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Infringement Clause. Supplier(s) represent that in performing their acts under the terms of this contract, they are not infringing on the property right, copyright, patent right or any other right of anyone else; and if suit is brought or a claim is made by anyone, that anything in conjunction with the ownership or the presentation of said act or appearance, is an infringement on the property right, copyright, patent right, or any other rights. Supplier(s) will indemnify the Purchaser against any and all loss, damage cost, attorney fee or other loss whatsoever by reason of Booking Agency permitting or allowing the presentation of the act or attraction called for herein. Inclement Weather: In the event of inclement weather and the University cancels the event, the Supplier and University will agree to reschedule event within one year of the original contracted date for the original contracted price.
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Infringement Clause. Supplier(s) represent that in performing their (his/her) acts under the terms of this contract, they are not infringing on the property right, copyright, patent right or any other right of anyone else: and if suit is brought or a claim made by anyone, that anything in conjunction with the ownership or the presentation of said act or appearance is an infringement on the property right, copyright, patent right or any other rights. Supplier(s) will indemnify the Purchaser against any and all loss, damage cost, attorney fee or other loss whatsoever by reason of Booking Agency permitting or allowing the presentation of the act or attraction called for herein. Inclement Weather: In the event of inclement weather and the University cancels the event, The Supplier and University will agree to reschedule event within one year of the original contracted date for the original contracted price. Governing Law: Any controversies arising between the Supplier(s) and Purchaser pertaining to this contract shall be resolved by the Courts of the State wherein the engagement is performed. Israel Clause: Supplier certifies that Supplier is not currently engaged in and agrees for the duration of this Contract not to engage in a boycott of Israel as defined in O.C.G.A § 50-5-85.
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Related to Infringement Clause

  • Infringement Claims You may submit an infringement claim notice to us at our Contact Formavailable here if you have a good faith belief that Your Content has been copied and made accessible through the Services (including as a part of the Service Content or Third Party Content) in violation of your Inte lectual Property Rights. A copyright infringement claims notice must include at (i) the identification of such a legedly infringing materials, including information su ficient for us to locate it within our Services, ( i) a demand that such a legedly infringing materials be removed or access disabled, ( i) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (iv) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is a legedly infringed; (v) contact information for you, such as address, phone number, and, if available, an email address; and (vi) must be signed by you or the person authorized to act on behalf of the owner of the a legedly infringed work (the “Notice Requirements”). Pursuant to 17 U.S.C. 512(c)(3), if the above Notice Requirements are not met, we may disregard the notice. Pursuant 17 U.S.C. 512(f), be advised that knowingly making a material misrepresentation that online material or activity is infringing or that material or activity was removed or disabled by mistake or misidentification, may subject you to heavy civil penalties. These penalties include monetary damages, including costs and attorneys' fees, incurred by the a leged infringer, by any copyright owner or copyright owner's authorized licensee, or by a service provider who is injured by your misrepresentation. If we make a decision to remove Your Content in response to a complaint, we may notify you and provide you with contact information for the complaining party. You may also object to such determination by writing to our designated agent, which must contain the fo lowing information pursuant to 17 U.S.C. 512(g)(3), (i) your physical or electronic signature; ( i) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; ( i) a statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (iv) your name, address, phone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if you are located outside of the United States, for any judicial district in which the service provider may be found, and that you wil accept service of process from the person who provided notification under subsection 17 U.S.C. 512(c)(1)(C) or an agent of such person.

  • Infringement 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement. 14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests. 14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests. 14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR. 14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR. 14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.

  • Third Party Infringement Claims In the event any claim or action for infringement of any patent, trademark, or other intellectual property right shall be made or brought by a third party against Seller, Purchaser or any of their respective Affiliates because of, or in anticipation of, the manufacture and supply of Product by Seller to Purchaser hereunder, or the marketing, sale or distribution of such Product to Purchaser Customers in the Territory by Purchaser hereunder (a “Third Party Infringement Claim”), the party first receiving such notice of the Third Party Infringement Claim shall promptly notify the other party. With respect to the Third Party Infringement Claim, Seller and Purchaser each hereby agrees that all Damages arising from or related to the Third Party Infringement Claim (including any legal fees and associated costs incurred in defending the Third Party Infringement Claim and any fees, royalties or other amounts paid in settlement or upon judgment) shall be shared as follows: (a) Except as provided in clause (b) below, Seller shall be 100% responsible for all Damages arising from any Third Party Infringement Claim, including any fees, royalties or other amounts agreed to be paid in settlement or upon judgment of the Lawsuit or otherwise; and (b) Purchaser shall be 100% responsible for all Damages arising from any Third Party Infringement Claim with respect to the use of Purchaser Trademarks. Each party agrees to indemnify the other party to ensure that Damages arising from any Third Party Infringement Claim are allocated in accordance with clauses (a) and (b) above. Unless otherwise agreed to by the parties, Seller shall control the defense any Third Party Infringement Claim described in clause (a) above and Purchaser shall control the defense of any Third Party Infringement Claim described in clause (b) above. The party controlling the defense of any Third Party Infringement Claim shall have the sole right to defend or settle any such Third Party Infringement Claim; provided, however, that such settlement does not impose any obligation or burden on the other party without the prior written consent of the other party (which consent shall not be unreasonably withheld). The party controlling the defense of any Third Party Infringement Claim shall keep the other party, at its request, materially informed of the status and progress of the defense of the Third Party Infringement Claim. No Third Party Infringement Claim shall be settled by the party who is not controlling the defense of such Third Party Infringement Claim without the prior written consent of the party controlling such defense. The non-controlling party, its employees, agents and Affiliates shall reasonably cooperate with the party (and its legal representatives) controlling the defense of any Third Party Infringement Claim in the investigation and defense of such Third Party Infringement Claim. Notwithstanding the above, and by way of clarification, neither party shall be obligated to indemnify the other party hereunder for modification or misuse of the Product by the other party or by wholesalers or the customers of either party. The provisions of this Section 17.4 shall be notwithstanding any conflicting provisions set forth in this Agreement, including Sections 17.1, 17.2 and 17.3.

  • Infringement Claims by Third Parties If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Licensee or any of its Affiliates or its or their Sublicensees, (a “Third Party Infringement Claim”), including any defense or counterclaim in connection with an Infringement action initiated pursuant to Section 6.3.2, the Party first becoming aware of such alleged infringement shall promptly notify the other Party thereof in writing. As between the Parties, Licensee shall be responsible for defending any such claim, suit or proceeding, at its sole cost and expense using counsel of Licensee’s choice, in relation to technology licensed under any Exclusive Licensed Technology, and MedImmune shall be responsible for defending any such claim, suit or proceeding at proceeding at its sole cost and expense, using counsel of MedImmune’s choice in relation to technology licensed under any Non-Exclusive Licensed Technology. MedImmune shall, and shall cause its Affiliates to, assist and cooperate with Licensee, as Licensee may reasonably request from time to time, in connection with its activities set out in this Section 6.4, including where necessary, furnishing a power of attorney solely for such purpose or joining in, or being named as a necessary party to, such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours; provided that Licensee shall reimburse MedImmune for its reasonable and verifiable out-of-pocket costs and expenses incurred in connection therewith. Licensee shall keep MedImmune reasonably informed of all material developments in connection with any such claim, suit or proceeding. Licensee agrees to provide MedImmune with copies of all material pleadings filed in such action and to allow MedImmune reasonable opportunity to participate in the defense of the claims. Any damages, or awards, including royalties incurred or awarded in connection with any Third Party Infringement Claim defended under this Section 6.4 shall be [***].

  • Patent Infringement 18.1 If either party learns of infringement of potential commercial significance of any of the REGENTS' PATENT RIGHTS, it will provide the other with: (i) written notice of such infringement and (ii) any evidence of such infringement available to it (the "Infringement Notice"). Neither party will put an alleged infringer on notice of the existence of any of the REGENTS' PATENT RIGHTS without first obtaining consent of the other. Both the REGENTS and the LICENSEE will use their diligent efforts to terminate such infringement without litigation. 18.2 If the matter described in the Infringement Notice is not resolved within ninety (90) days of receipt of the Infringement Notice, then the LICENSEE may institute suit for patent infringement. The LICENSEE may not join the REGENTS as a party in such suit without the REGENTS' prior written consent. If the REGENTS joins such suit at the LICENSEE’s request or is involuntarily joined, the LICENSEE will pay all out-of-pocket costs incurred by the REGENTS arising out of such suit. 18.3 If, within a hundred and twenty (120) days of receipt of the Infringement Notice, the matter described in the Infringement Notice has not been resolved and the LICENSEE has not filed suit against the infringer, then the REGENTS may institute suit for patent infringement against the infringer. If the REGENTS institutes such suit, then the LICENSEE may not join such suit without the REGENTS' consent and may not thereafter commence suit against the infringer for the acts of infringement that are the subject of the REGENTS' suit or any judgment rendered in that suit. 18.4 Notwithstanding anything to the contrary in this AGREEMENT, in the event that either party receives written notice of infringement under the Drug Price Competition and Patent Term Restoration Act of 1984 (and/or foreign counterparts of this Law) (“The Act”), then the party in receipt of such notice under the Act will promptly provide the Infringement Notice to the other party. If under the Act the LICENSEE will lose the right to pursue legal remedies for infringement by not filing suit, the notification period and the time period to file suit under Paragraph 18.2 will be accelerated to within forty-five (45) days from receipt of the Infringement Notice to either party. 18.5 Any recovery or settlement received in connection with any suit will first be shared by the REGENTS and the LICENSEE equally to cover any litigation costs each incurred and will next be paid to the REGENTS or the LICENSEE to cover any litigation costs it incurred in excess of the litigation costs of the other. In any suit initiated by the LICENSEE, any recovery in excess of litigation costs will be shared between LICENSEE and the REGENTS as follows: (a) for any recovery other than amounts paid for willful infringement: (i) the REGENTS will receive fifteen percent (15%) of the recovery if the REGENTS did not incur any litigation costs or all of the REGENTS’ litigation costs were reimbursed by LICENSEE, (ii) the REGENTS will receive thirty percent (30%) of the recovery if the REGENTS incurred any litigation costs in connection with the litigation that were not reimbursed by LICENSEE; and