Infringement Liability Sample Clauses

Infringement Liability. Millbrook Technologies shall, at its own expense, indemnify, defend and hold the Referrer, its employees, officers and agents, harmless against any claim, demand or action based upon the allegation that use by the Referral Team of the Web Site, or services provided hereunder, infringes any patent, copyright, trademark, trade secret or other intellectual property right of a third party and shall accordingly pay all costs, damages and legal fees, provided that: (i) Millbrook Technologies is notified promptly in writing of the claim and given authority, information and assistance for the defense of such claim; (ii) Millbrook Technologies has the sole control of the defense or settlement negotiations; And, (iii) the Referral Team reasonably cooperates with Millbrook Technologies at the Corporation’s expense, in defending or settling such claim. Should the Web Site become, or in Millbrook Technologies opinion, likely to become the subject of such a claim, demand or action, Millbrook Technologies will have the option, at its expense, to obtain for the Referral Team the right to continue using the same; Or replace or modify the Web Site to make it non infringing, provided that such modification or replacement shall not provide substantially the same functionality.

Infringement Liability. The infringement by any party to the declarations warrants and undertakings in this Agreement, or any articles in this Agreement shall constitute breaching of this Agreement; the breaching party should indemnify the other party fully and adequately. No matter whether the above mentioned indemnity is paid up, it will not affect the rights enjoyed by Party A in the Share Pledge Agreement executed on 1 May 2004 with Zhu Zhengdong and Yin Baohong respectively.

Infringement Liability. 21.1. The Provider indemnifies BeFo for costs and damages resulting from any claim, action or suit against BeFo on the basis that the use, sale, distribution or other use of the results of the Assignment constitutes infringement of patents, copyright or other intellectual property right, or application thereof, or unauthorised use of know-how, trade secrets or any other right.

Infringement Liability. 侵權責任 1. Party B agrees that in the event that Party B is accused of infringing a third party’s patent, copyright, trade secret or other intellectual property rights by using, implementing, reproducing, or modifying Party A’s Patent and Know-How in accordance with this Agreement, or by manufacturing or selling the Product, the parties shall jointly handle the dispute. The related costs (including but not limited to attorney’s fees) shall be borne by Party A. 甲方同意如乙方依本契約約定使用、實施、重製、修改甲方授權專利及專門技術，或因製造或販賣本產品，致被指控侵害第三人之專利權、著作權、營業機密或其他智慧財產權時，由雙方共同處理爭議，相關費用（包含但不限於律師費）由甲方負擔。 2. If Party B exercises Party A’s Patent and Know-How in accordance with this Agreement and is found to have infringed on the rights of a third party and causes damage, Party A shall indemnify Party B, including: (1) return the Signature Deposit, license fee and all other fees paid by Party B, and (2) indemnify Party B including, but not limited to, attorney’s fees, litigation costs and settlement costs, etc. (provided that the amount of indemnification shall be limited to the total amount paid by Party B at the time of the occurrence of the damages). If the damage to Party A is caused by factors attributable to Party B, Party B shall indemnify Party A for the damages, including but not limited to attorney fees, litigation costs, and settlement costs (provided that the amount of indemnification shall be limited to the total amount paid by Party B at the time of the occurrence of the damages).

Infringement Liability. 9.1 Any and all liabilities, obligations or damages for infringement of Intellectual Property rights of another Person arising from the operation of the Businesses before the Closing shall be deemed a Retained Liability under the Asset Purchase and Sale Agreement for all applicable purposes of the Asset Purchase and Sale Agreement. 9.2 Any and all liabilities, obligations or damages for infringement of Intellectual Property rights of another Person arising from the operation of the Businesses after the Closing shall be deemed an Assumed Liability under the Asset Purchase and Sale Agreement for all applicable purposes of the Asset Purchase and Sale Agreement.

Infringement Liability. The infringement by any party to any representations, warranties and undertakings in this Agreement, or any articles in this Agreement, shall constitute a breach of this Agreement; the breaching party should indemnify the other party fully and adequately. No matter whether the above mentioned indemnity is paid up, it will not affect the rights enjoyed by Party A in the Equity Pledge Agreement executed on July 8, 2011 with Ha▇▇▇▇▇ ▇▇.

Infringement Liability. Seller shall be liable for and, pursuant to Article VIII, Seller shall indemnify and hold harmless the Buyer against all Losses related to the Company’s liability or obligations under any intellectual property law (“IP Liability”) (whether assessed or unassessed) arising from or in connection with: (a) IP Liability arising out of or relating to the ownership or operation of the Business by Seller at any time on or prior to the Closing Date. (b) Seller and Buyer agree to cooperate in connection with any indemnification claims under this Section 6.14 and Article VIII.

Infringement Liability. If the HSD Software, HSD Derivative Works, or any Work Product become subject to a claim of infringement for which HSD may become liable and which negatively impacts BCBSNC's use of the HSD Software, HSD may at its option and at its sole expense (i) obtain the right for BCBSNC to continue using the applicable HSD Software and/or Work Product; (ii) replace or modify the HSD Software and/or Work Product to make them non-infringing, so long as the replacement or modification meets the specifications or GSDs for the HSD Software and/or Work Product; or (iii) refund the total amounts BCBSNC has paid to HSD pursuant to the License Agreement and the Development Agreement as follows: (A) the total amount, if the claim of infringement is asserted incident to a judicial proceeding within five (5) years of the Effective Date, (B) two thirds of the total amount, if the claim of infringement is asserted incident to a judicial proceeding at a time more than five (5) but less than ten (10) years after the Effective Date, or (C) one third of the total amount, if the claim of infringement is asserted incident to a judicial proceeding ten (10) years after the Effective Date or thereafter. EXCEPT FOR THESE REMEDIES, HSD SHALL HAVE NO LIABILITY TO BCBSNC, ITS LICENSEES, SUBLICENSEES AND/OR ANY OTHER ENTITY AUTHORIZED TO POSSESS AND/OR UTILIZE THE HSD SOFTWARE UNDER THE TERMS OF THIS MASTER AGREEMENT AND/OR ANY RELATED AGREEMENT, FOR ANY CLAIM OF INFRINGEMENT.

Infringement Liability. The Company shall defend, indemnify, and hold the Indemnitees harmless from and against any claims brought by a third party alleging that the Indemnitee's use of any Services & Deliverables infringes or violates any Canadian patent, copyright, trade secret or other proprietary right of such third party. The foregoing notwithstanding, the Company will not make any offers of settlement nor enter into any settlement agreements that would restrict the Indemnitees' use of the Services & Deliverables or subject the Indemnitees to any additional obligation with respect to the Services & Deliverables without their prior written consent. The Company may satisfy its indemnity obligation under this section 9.2 by taking one of the following actions as will, in its discretion, rectify the issue: 1. modify the Services & Deliverables so that they are no longer infringing without materially impairing their usefulness to OntarioMD, 2. replace the Services & Deliverables with functionally equivalent Services & Deliverables, 3. obtain the right for the Indemnitees to continue using the Services & Deliverables, or 4. accept return of the infringing Services & Deliverables and refund OntarioMD the full price paid for such Services & Deliverables.