Intellectual Property Infringement Indemnification Sample Clauses
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Intellectual Property Infringement Indemnification. 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense.
1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement.
1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement.
1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.
Intellectual Property Infringement Indemnification. Supplier agrees to indemnify, defend, and hold harmless the Mosaic Indemnitees from and against any and all Losses incurred by any Mosaic Indemnitee as a result or arising out of any alleged or actual, direct or contributory infringement or misappropriation of any patent, copyright, trade secret, or other proprietary right arising from the purchase, use, manufacture, or sale of Goods or Services. In the event that the Goods or Services, in Mosaic’s reasonable opinion, are likely to infringe a patent or copyright, or misappropriate a trade secret (and in any event, if a court of law finds that the Goods or Services, in fact, do infringe or misappropriate), Supplier shall further provide Mosaic one of the following forms of relief to be chosen by Supplier, at Supplier’s expense: (i) obtain a license on Mosaic’s behalf to continue to use or sell the Goods or Services; (ii) redesign the Goods or Services so that they do not infringe or misappropriate; or (ii) refund Mosaic the price paid for the Goods or Services in question. These remedies are in addition to, and not in lieu of, all other remedies that may be available to Licensee, including the indemnification rights under this Section 24.
Intellectual Property Infringement Indemnification a) Tyler’s Obligations. Tyler shall defend and indemnify Client against any claim by an unaffiliated third party of this Agreement that a Tyler Software Product, if used within the scope of this Agreement, directly infringes that party's registered United States patent, copyright or trademark issued and existing as of the Effective Date or as of the distribution date of a release to the Tyler Software Product, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement made by Tyler in writing.
b) Client’s Obligations. Tyler obligations in this section are contingent on the Client performing all of the following in connection with any claim as described herein:
i. Promptly notifies Tyler in writing of any such claim;
ii. Gives Tyler reasonable cooperation, information, and assistance in connection with the claim; and
iii. Consents to Tyler's sole control and authority with respect to the defense, settlement or compromise of the claim.
c) Exceptions to Tyler’s Obligations. Tyler will have no liability hereunder if the claim of infringement or an adverse final judgment rendered by a court of competent jurisdiction results from:
i. Client's use of a previous version of a Tyler Software Product and the claim would have been avoided had Client used the current version of the Tyler Software Product;
ii. Client's combining the Tyler Software Product with devices or products not provided by Tyler;
iii. Use of a Tyler Software Product in applications, business environments or processes for which the Tyler Software Product was not designed or contemplated, and where use of the Tyler Software Product outside such application, environment or business process would not have given rise to the claim;
iv. Corrections, modifications, alterations or enhancements that Client made to the Tyler Software Product and such correction, modification, alteration or enhancement is determined by a court of competent jurisdiction to be a contributing cause of the infringement;
v. Use of the Tyler Software Product by any person or entity other than Client or Client's employees; or
vi. Client's willful infringement, including Client’s continued use of the infringing Tyler Software Product after Client becomes aware that such infringing Tyler Software Product is or is likely to become the subject of a claim hereunder.
Intellectual Property Infringement Indemnification. 51 18.1 CONTRACTOR INTELLECTUAL PROPERTY INDEMNIFICATION....................51 18.2 OWNER INTELLECTUAL PROPERTY INDEMNIFICATION.........................51
Intellectual Property Infringement Indemnification. Intellectual Property (as defined in the LICENSE AGREEMENT) infringement (if any), and related indemnification (if any) by a PARTY including related procedures, shall continue to be exclusively governed by the LICENSE AGREEMENT.
Intellectual Property Infringement Indemnification. PlanetCAD agrees to hold Dassault Systemes, its subsidiaries, distributors, assignees and Affiliates, and their respective officers, directors, employees, agents, representatives and shareholders (collectively referred to in this Section as "Dassault Systemes") harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against Dassault Systemes by any third party that the use or distribution of the Server Software that is the subject of this Agreement and owned by PlanetCAD, infringes or violates any third party's patent, copyright, trade secret or other intellectual property right in any country. Indemnification hereunder shall cover all damages, regardless of their nature, settlements, expenses and costs, including costs of investigation, court costs and attorneys' fees. The payment of any indemnification shall be contingent on:
(i) Dassault Systemes giving prompt written notice to PlanetCAD of any such claim or allegation;
(ii) Cooperation by Dassault Systemes with PlanetCAD in its defense against the claim; and
(iii) Dassault Systemes obtaining PlanetCAD's prior written approval of any settlement, if any, by the Dassault Systemes Indemnities of such matters, such approval not to be unreasonably withheld. Notwithstanding the foregoing, PlanetCAD shall not have the obligation to indemnify Dassault Systemes for any claims of infringement based on any modification by Dassault Systemes of the Server Software, or from the combination of the Server Software with any other program, to the extent such claim would not have arisen without such combination or from use of the unmodified Server Software.
Intellectual Property Infringement Indemnification i. Contractor shall indemnify, defend and hold District harmless from any and all actions, proceedings, or claims of any type brought against District by a Third Party alleging that the Services and/or Deliverables or District's use of the Services and/or Deliverables constitutes a misappropriation or infringement upon any U.S. patent, copyright, trademark, or other proprietary right or violates any trade secret or other contractual right of any Third Party. Contractor agrees to defend against, and hold District harmless from, any such Third Party claims and to pay all litigation costs, all reasonable attorneys' fees, settlement payments (provided Contractor approves such settlement) and all judgments, and related costs or expenses awarded on such claim. District shall, after receiving notice of a claim, advise Contractor of it. District’s failure to give Contractor timely notification of said claim shall not effect Contractor’s indemnification obligation unless such failure materially prejudices Contractor’s ability to defend the claim. District reserves the right to employ separate counsel and participate in the defense of any claim at its own expense. The foregoing indemnity shall not apply to any claim that arises from or is based on: (i) District’s use of CMC SaaS in a modified, unauthorized or unintended form, or any customizations made by District; (ii) District’s violation of this Agreement; (iii) District’s use of other than the most current, unaltered patch, update or upgrade to the CMC SaaS or ERP Software available from Contractor, if such claim would have been avoided by District's use of such patch, update or upgrade; or (iv) any District Data or non- Contractor software.
ii. If the Services and/or Deliverables or any part thereof, is the subject of any Third Party claim for infringement of any U.S. patent, copyright, trademark, or other proprietary right or violates any trade secret or other contractual right of any Third Party, or Deliverables, or any part thereof, infringes any U.S. patent, copyright, trademark, or other proprietary right or violates any trade secret or other contractual right of any Third Party, and District's use of the Services and/or Deliverables, or any part of it, is enjoined or interfered with in any manner, Contractor shall, at its sole option and expense and within a reasonable period of time from the date of such injunction or interference, either: (a) procure for District the right to continue using the Services...
Intellectual Property Infringement Indemnification. Each Party agrees to hold the other Party, its subsidiaries, distributors, assignees and Affiliates, and their respective officers, directors, employees, and shareholders (collectively, the "Indemnities") harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against a Party's Indemnities by any third party that the use or distribution of the Software that is the subject of this Agreement and owned by the other Party, infringes or violates any third party's patent, copyright, trade secret or other intellectual property right in any country. Indemnification hereunder shall cover all damages, regardless of their nature, settlements, expenses and costs, including costs of investigation, court costs and attorneys' fees, and shall be for a period of seven (7) years from the Effective Date. The payment of any indemnification shall be contingent on:
(i) A Party giving prompt written notice to the other Party of any such claim or allegation;
(ii) Cooperation by the indemnified Party with the other Party in its defense against the claim; and
(iii) The indemnified Parties obtaining the other Party's prior written approval of any settlement, if any, by the indemnified Party of such matters, such approval not to be unreasonably withheld. Notwithstanding the foregoing, neither Party shall have the obligation to indemnify the other for any claims of infringement based on any modification by the latest version of its Software, or from the combination of its Software with any other program, to the extent such claim would not have arisen without such combination or from use of the unmodified Software.
Intellectual Property Infringement Indemnification. (a) ABI shall defend all claims, suits, or proceedings brought against Congoleum to the extent that such claims, suits, or proceedings are based upon allegations that (i) the use or sale of ABI Products by Congoleum or (ii) the manufacture, use, or sale of products manufactured by Congoleum on behalf of ABI in accordance with specifications provided by ABI to Congoleum constitutes an infringement of any United States, Canadian or other governmental issued patent, copyright, or trademark, so long as ABI is notified promptly in writing by Congoleum of any such claims, suits, or proceedings and Congoleum provides ABI with full authority, information, and assistance at ABI’s expense, for the defense of all such claims, suits, or proceedings. ABI shall not settle any claim for which Congoleum is entitled to indemnification hereunder without Congoleum’s prior written consent; provided that no such consent shall be required if (1) the settlement contains a complete and unconditional release by the person asserting the claim against Congoleum with respect to the claim, (2) the settlement does not contain any finding of responsibility or liability on the part of Congoleum (other than the payment of money for which ABI pays in full simultaneously with the effectiveness of the settlement and upon payment of which Congoleum waives any right to seek reimbursement from ABI), and (3) the settlement does not contain any sanction or restriction upon the conduct of any business by Congoleum. ABI shall pay all damages and costs awarded against Congoleum as part of any final judgment to the extent attributable to any claim, suit, or proceeding for which ABI has indemnified Congoleum pursuant to this Section 2.11(a), but ABI shall not be responsible for any settlement made without its consent. ABI may, at any time and at its sole option and at its expense, obtain the right for Congoleum to continue to use and sell any such product, replace or modify such specifications so that such products are no longer infringing, or instruct Congoleum to cease making all such products.
(b) Congoleum shall defend all claims, suits, or proceedings brought against ABI to the extent that such claims, suits, or proceedings are based upon allegations that (i) the use or sale of Congoleum Products by ABI or (ii) the manufacture, use, or sale of products manufactured by ABI on behalf of Congoleum in accordance with specifications provided by Congoleum to ABI constitutes an infringement of any Unite...
Intellectual Property Infringement Indemnification. Each Party agrees to hold the other Party, its subsidiaries, distributors, assignees and Affiliates, and their respective officers, directors, employees, and shareholders (collectively, the "Indemnities") harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against a Party's Indemnities by any third party that the use or distribution of the Software that is the subject of this Agreement and owned by the other Party, infringes or violates any third party's patent, copyright, trade secret or other intellectual property right in any country. Indemnification hereunder shall cover all damages, regardless of their nature, settlements, expenses and costs, including costs of investigation, court costs and attorneys' fees. The payment of any indemnification shall be contingent on:
(i) A Party giving prompt written notice to the other Party of any such claim or allegation;
(ii) Cooperation by the indemnified Party with the other Party in its defense against the claim; and
(iii) The indemnified Parties obtaining the other Party's prior written approval of any settlement, if any, by the indemnified Party of such matters, such approval not to be unreasonably withheld. Notwithstanding the foregoing, neither Party shall have the obligation to indemnify the other for any claims of infringement based on any modification by the latest version of its Software, or from the combination of its Software with any other program, to the extent such claim would not have arisen without such combination or from use of the unmodified Software.