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 and/or Deliverable free of any liability for infringement or violation;
Appears in 1 contract
Sources: Software Agreement
Intellectual Property Infringement Indemnification. i. Contractor 12.1 Vendor 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 Software and/or Deliverables Documentation or District's use of the Services Software and/or Deliverables Documentation 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 Vendor 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 damages, costs or expenses awarded on such or resulting from any claim. District shall, after receiving notice of a claim, advise Contractor Vendor of it. District’s failure to give Contractor Vendor timely notification of said claim shall not effect ContractorVendor’s indemnification obligation unless such failure materially prejudices ContractorVendor’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. 12.2 If the Services Software and/or Deliverables Documentation, 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 Deliverablesif it is adjudicated by a court of competent jurisdiction that the Software and/or Documentation, 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 Software and/or DeliverablesDocumentation, or any part of it, is enjoined or interfered with in any manner, Contractor Vendor shall, at its sole option and expense and within a reasonable period of time from the date thirty (30) calendar days of such injunction or interference, either: (a) procure for District the right to continue using the Services Software and/or Deliverable Documentation free of any liability for infringement or violation;; (b) replace or modify the Software and/or Documentation, or parts thereof, with non-infringing Software and/or Documentation of equivalent or better functionality that is reasonably satisfactory to District.
12.3 Vendor shall have no obligation to indemnify District for a claim if: (a) District uses the Software in a manner contrary to the provisions of this Agreement and such misuse is the cause of the infringement or misappropriation; or (b) District's use of the Software in combination with any product, software or system not authorized, approved or recommended by Vendor and such combination is the cause of the infringement or misappropriation.
12.4 No limitation of liability set forth elsewhere in this Agreement is applicable to the Intellectual Property Infringement Indemnification.
Appears in 1 contract
Sources: Software Development Agreement
Intellectual Property Infringement Indemnification. i. Contractor 24.1 Supplier shall indemnify, defend and hold District University harmless from any and all actions, proceedings, or claims of any type brought against District by a Third Party University alleging that the Services and/or Deliverables Documentation or DistrictUniversity's use of the Services and/or Deliverables Documentation 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 Supplier agrees to defend against, and hold District University 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 damages, costs or expenses awarded on such or resulting from any claim. District University shall, after receiving notice of a claim, advise Contractor Supplier of it. DistrictUniversity’s failure to give Contractor Supplier timely notification of said claim shall not effect ContractorSupplier’s indemnification obligation unless such failure materially prejudices ContractorSupplier’s ability to defend the claim. District University 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. 24.2 If the Services and/or Deliverables Documentation, 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 Deliverablesif it is adjudicated by a court of competent jurisdiction that the Services and/or Documentation, 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 DistrictUniversity's use of the Services and/or DeliverablesDocumentation, or any part of it, is enjoined or interfered with in any manner, Contractor Supplier shall, at its sole option and expense and within a reasonable period of time from the date thirty (30) calendar days of such injunction or interference, either: (a) procure for District University the right to continue using the Services and/or Deliverable Documentation free of any liability for infringement or violation;; (b) modify the Services and/or Documentation, or parts thereof, with non-infringing Services and/or Documentation of equivalent or better functionality that is reasonably satisfactory to University; or (c) replace the Services and/or Documentation, or parts thereof, with non- infringing Services and/or Documentation of equivalent or better functionality that is reasonably satisfactory to University.
24.3 Supplier shall have no obligation to indemnify University for a claim if: (a) University uses the Services in a manner contrary to the provisions of this Agreement and such misuse is the cause of the infringement or misappropriation; or (b) University's use of the Services in combination with any product or system not authorized, approved or recommended by Supplier and such combination is the cause of the infringement or misappropriation.
24.4 No limitation of liability set forth elsewhere in this Agreement is applicable to the Intellectual Property Infringement Indemnification set forth herein.
Appears in 1 contract
Sources: Cloud Computing Services Agreement
Intellectual Property Infringement Indemnification. i. Contractor 16.1 Supplier shall indemnify, defend and hold District University harmless from any and all actions, proceedings, or claims of any type brought against District by a Third Party University alleging that the Services Software and/or Deliverables Documentation or DistrictUniversity's use of the Services Software and/or Deliverables Documentation 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 Supplier agrees to defend against, and hold District University 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 damages, costs or expenses awarded on such or resulting from any claim. District University shall, after receiving notice of a claim, advise Contractor Supplier of it. DistrictUniversity’s failure to give Contractor Supplier timely notification of said claim shall not effect ContractorSupplier’s indemnification obligation unless such failure materially prejudices ContractorSupplier’s ability to defend the claim. District University 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. 16.2 If the Services Software and/or Deliverables Documentation, 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 Deliverablesif it is adjudicated by a court of competent jurisdiction that the Software and/or Documentation, 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 DistrictUniversity's use of the Services Software and/or DeliverablesDocumentation, or any part of it, is enjoined or interfered with in any manner, Contractor Supplier shall, at its sole option and expense and within a reasonable period of time from the date thirty (30) calendar days of such injunction or interference, either: (a) procure for District University the right to continue using the Services Software and/or Deliverable Documentation free of any liability for infringement or violation;; (b) replace or modify the Software and/or Documentation, or parts thereof, with non-infringing Software and/or Documentation of equivalent or better functionality that is reasonably satisfactory to University.
16.3 Supplier shall have no obligation to indemnify University for a claim if: (a) University uses the Software in a manner contrary to the provisions of this Agreement and such misuse is the cause of the infringement or misappropriation; or (b) University's use of the Software in combination with any product, software or system not authorized, approved or recommended by Supplier and such combination is the cause of the infringement or misappropriation.
16.4 No limitation of liability set forth elsewhere in this Agreement is applicable to the Intellectual Property Infringement Indemnification.
Appears in 1 contract
Sources: Software License Agreement
Intellectual Property Infringement Indemnification. i. Contractor Supplier shall indemnify, defend and hold District UCLA harmless from any and all actions, proceedings, or claims of any type brought against District by a Third Party UCLA alleging that the Services Hosted Software and/or Deliverables Documentation or DistrictUCLA's use of the Services Hosted Software and/or Deliverables Documentation 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 Supplier agrees to defend against, and hold District UCLA 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 damages, costs or expenses awarded on such or resulting from any claim. District shall, after receiving UCLA agrees to provide Supplier with notice of a claim, advise Contractor of it. District’s failure any such claim or action and to give Contractor timely notification of said claim shall not effect Contractor’s indemnification obligation unless such failure materially prejudices Contractor’s ability permit Supplier to defend the claimany claim or action, and that UCLA will cooperate fully in such defense. District reserves UCLA retains the right to employ separate counsel and participate in the defense of against any such claim at its own expense. The foregoing indemnity shall not apply or action, and the right to consent to any claim that arises from or is based on: (i) District’s use of CMC SaaS in a modifiedsettlement, 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.
iiwhich consent will not unreasonably be withheld. If the Services Hosted Software and/or Deliverables Documentation, 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 Deliverablesif it is adjudicated by a court of competent jurisdiction that the Hosted Software and/or Documentation, 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 DistrictUCLA's use of the Services Hosted Software and/or DeliverablesDocumentation, or any part of it, is enjoined or interfered with in any manner, Contractor Supplier shall, at its sole option and expense and within a reasonable period of time from the date thirty (30) calendar days of such injunction or interference, either: (a) procure for District UCLA the right to continue using the Services Hosted Software and/or Deliverable Documentation free of any liability for infringement or violation;; (b) replace or modify the Hosted Software and/or Documentation, or parts thereof, with non-infringing Hosted Software and/or Documentation of equivalent or better functionality including the Core Functionality identified in any SOW and shall produce results to the reasonably satisfactory to UCLA. Supplier shall have no obligation to indemnify UCLA in proportion and to the extent a claim results from: (a) UCLA using the Hosted Software in a manner contrary to the provisions of this Agreement and such misuse is the cause of the infringement or misappropriation; or (b) UCLA's use of the Hosted Software in combination with any product, software or system not authorized, approved or recommended by Supplier and such combination is the cause of the infringement or misappropriation.
Appears in 1 contract
Sources: Hosting & Services Agreement
Intellectual Property Infringement Indemnification. i. 7.1 Contractor shall indemnify, defend and hold District City harmless from any and all actions, proceedings, or claims of any type brought against District by a Third Party City alleging that the Services and/or Deliverables Documentation or DistrictCity's use of the Services and/or Deliverables Documentation 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 City 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 damages, costs or expenses awarded on such or resulting from any claim. District City shall, after receiving notice of a claim, advise Contractor of it. DistrictCity’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 City 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. 7.2 If the Services and/or Deliverables Documentation, 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 Deliverablesif it is adjudicated by a court of competent jurisdiction that the Services and/or Documentation, 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 DistrictCity's use of the Services and/or DeliverablesDocumentation, 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 thirty (30) calendar days of such injunction or interference, either: (a) procure for District City the right to continue using the Services and/or Deliverable Documentation free of any liability for infringement or violation;; (b) modify the Services and/or Documentation, or parts thereof, with non-infringing Services and/or Documentation of equivalent or better functionality that is reasonably satisfactory to City; or (c) replace the Services and/or Documentation, or parts thereof, with non-infringing Services and/or Documentation of equivalent or better functionality that is reasonably satisfactory to City.
7.3 Contractor shall have no obligation to indemnify City for a claim if: (a) City uses the Services in a manner contrary to the provisions of this Agreement and such misuse is the cause of the infringement or misappropriation; or (b) City's use of the Services in combination with any product or system not authorized, approved or recommended by Contractor and such combination is the cause of the infringement or misappropriation.
7.4 No limitation of liability set forth elsewhere in this agreement is applicable to the Intellectual Property Infringement Indemnification set forth herein.
Appears in 1 contract
Sources: Technology Agreement for Software License and on Premise Implementation
Intellectual Property Infringement Indemnification. i. Contractor 9.1 The YouTestMe shall indemnify, defend and hold District the CLIENT NAME harmless from any and all actions, proceedings, or claims of any type brought against District by a Third Party the CLIENT NAME alleging that the Services and/or Deliverables Documentation or Districtthe CLIENT NAME's use of the Services and/or Deliverables Documentation 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 Third-Party. Contractor The YouTestMe agrees to defend against, and hold District the CLIENT NAME 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 damages, costs or expenses awarded on such or resulting from any claim. District The CLIENT NAME shall, after receiving notice of a claim, advise Contractor the YouTestMe of it. District’s The CLIENT NAME's failure to give Contractor the YouTestMe timely notification of said claim shall not effect Contractoraffect the YouTestMe’s indemnification obligation unless such failure materially prejudices Contractorthe YouTestMe’s ability to defend the claim. District The CLIENT NAME reserves the right to employ separate counsel and participate in the defense of any claim at its own expense. The foregoing Furthermore, YouTestMe’s liability and obligation to pay the CLIENT NAME with respect to indemnity shall not apply to any claim that arises from or is based on: (i) District’s use arising out of CMC SaaS in a modified, unauthorized or unintended form, or any customizations made by District; (ii) District’s violation breach of this Agreement; (iii) District’s use of other than the most current, unaltered patch, update or upgrade Agreement shall be limited to the CMC SaaS or ERP Software available from Contractor, if such claim would have been avoided by District's use value of such patch, update or upgrade; or (iv) any District Data or non- Contractor softwarethe Agreement. YouTestMe’s liability and indemnity to Third Parties arising out of the operations of the YouTestMe shall be limited to the amount of insurance available.
ii. 9.2 If the Services and/or Deliverables Documentation, 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 Third-Party, or Deliverablesif it is adjudicated by a court of competent jurisdiction that the Services and/or Documentation, 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 Third-Party, and Districtthe CLIENT NAME's use of the Services and/or DeliverablesDocumentation, or any part of it, is enjoined or interfered with in any manner, Contractor the YouTestMe shall, at its sole option and expense and within a reasonable period of time from the date thirty (30) calendar days of such injunction or interference, either: (:
a) procure for District the CLIENT NAME the right to continue using the Services and/or Deliverable Documentation free of any liability for infringement or violation;
b) modify the Services and/or Documentation, or parts thereof, with non-infringing Services and/or Documentation of equivalent or better functionality that is reasonably satisfactory to the CLIENT NAME; or
c) replace the Services and/or Documentation, or parts thereof, with non-infringing Services and/or Documentation of equivalent or better functionality that is reasonably satisfactory to the CLIENT NAME. The YouTestMe shall have no obligation to indemnify the CLIENT NAME for a claim if:
a) the CLIENT NAME uses the Services in a manner contrary to the provisions of this Agreement and such misuse is the cause of the infringement or misappropriation; or
b) the CLIENT NAME's use of the Services in combination with any product or system not authorized, approved or recommended by the YouTestMe and such combination is the cause of the infringement or misappropriation.
9.3 No limitation of liability set forth elsewhere in this Agreement is applicable to the intellectual property infringement indemnification set forth herein.
Appears in 1 contract
Sources: Knowledge Testing Solution and Implementation Services Agreement