Common use of Intellectual Property Protection Clause in Contracts

Intellectual Property Protection. Company will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company Technology,” as defined below in this Section 10; provided that You provide Company with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company may be obligated to defend or settle in accordance with this Section 10, Company may at its sole option and expense, either: (i) procure the right to use the Company Technology as provided herein, (ii) replace the Company Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company Technology so that it does not infringe, or (iv) terminate this Agreement. Company assumes no liability for infringement claims arising from: (1) any combination of the Company Technology with products or technology not provided by Company, if the infringement would not have occurred if the Company Technology had not been so combined; (2) any modification of the Company Technology, in whole or in part, by anyone other than Company, if the infringement would not have occurred but for such modification; (3) use by You of any Company Technology after Company notifies You that continued use may subject You to such claim of infringement, provided that Company provides You with a replacement release of the Company Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “

Intellectual Property Protection. Company Intermedia will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company Intermedia Technology,” as defined below in this Section 10; provided that You provide Company with Intermedia with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company Intermedia may be obligated to defend or settle in accordance with this Section 10, Company Intermedia may at its sole option and expense, either: (i) procure the right to use the Company Intermedia Technology as provided herein, ; (ii) replace the Company Intermedia Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company Intermedia Technology so that it does not infringe, ; or (iv) terminate this Agreement. Company Intermedia assumes no liability for infringement claims arising from: (1) any combination of the Company Intermedia Technology with products or technology not provided by CompanyIntermedia, if the infringement would not have occurred if the Company Intermedia Technology had not been so combined; (2) any modification of the Company Intermedia Technology, in whole or in part, by anyone other than CompanyIntermedia, if the infringement would not have occurred but for such modification; (3) use by You of any Company Intermedia Technology after Company Intermedia notifies You that continued use may subject You to such claim of infringement, provided that Company Intermedia provides You with a replacement release of the Company Intermedia Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “Intermedia Technology” means the software of Intermedia which is delivered to You in connection with Your use of the Services. This Section 10 sets forth the entire liability and obligations of Intermedia, and Your exclusive remedy, with respect to any actual or alleged infringement of any intellectual property or proprietary right by the Services. The terms of this Section 10 are subject to the limitations of Section 8.

Intellectual Property Protection. Company [COP] will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company [COP] Technology,” as defined below in this Section 10; provided that You provide Company [COP] with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company [COP] may be obligated to defend or settle in accordance with this Section 10, Company [COP] may at its sole option and expense, either: (i) procure the right to use the Company [COP] Technology as provided herein, ; (ii) replace the Company [COP] Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company [COP] Technology so that it does not infringe, ; or (iv) terminate this Agreement. Company [COP] assumes no liability for infringement claims arising from: : (1) any combination of the Company [COP] Technology with products or technology not provided by Company[COP], if the infringement would not have occurred if the Company [COP] Technology had not been so combined; (2) any modification of the Company [COP] Technology, in whole or in part, by anyone other than Company[COP], if the infringement would not have occurred but for such modification; (3) use by You of any Company [COP] Technology after Company [COP] notifies You that continued use may subject You to such claim of infringement, provided that Company [COP] provides You with a replacement release of the Company [COP] Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “[COP] Technology” means the software of [COP] (NEC or NEC Parties or their affiliates) which is delivered to You in connection with Your use of the Services. This Section 10 sets forth the entire liability and obligations of [COP], and Your exclusive remedy, with respect to any actual or alleged infringement of any intellectual property or proprietary right by the Services. The terms of this Section 10 are subject to the limitations of Section 8.

Intellectual Property Protection. Company Unetek will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyrightCopyright, patent, or trademark of that third party, in each case by the “Company Unetek Technology,” as defined below in this Section 10; provided that You provide Company Unetek with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company Unetek may be obligated to defend or settle in accordance with this Section 10, Company Unetek may at its sole option and expense, either: (i) procure the right to use the Company Unetek Technology as provided herein, ; (ii) replace the Company Unetek Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company Unetek Technology so that it does not infringe, ; or (iv) terminate this Agreement. Company Unetek assumes no liability for infringement claims arising from: (1) any combination of the Company Unetek Technology with products or technology not provided by CompanyUnetek, if the infringement would not have occurred if the Company Unetek Technology had not been so combined; (2) any modification of the Company Unetek Technology, in whole or in part, by anyone other than CompanyUnetek, if the infringement would not have occurred but for such modification; (3) use by You of any Company Unetek Technology after Company Unetek notifies You that continued use may subject You to such claim of infringement, provided that Company Unetek provides You with a replacement release of the Company Unetek Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “

Intellectual Property Protection. Company Hi-Tex Solutions LLC will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company Hi-Tex Solutions LLC Technology,” as defined below in this Section 10; provided that You provide Company Hi-Tex Solutions LLC with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company Hi-Tex Solutions LLC may be obligated to defend or settle in accordance with this Section 10, Company Hi-Tex Solutions LLC may at its sole option and expense, either: (i) procure the right to use the Company Hi-Tex Solutions LLC Technology as provided herein, (ii) replace the Company Hi-Tex Solutions LLC Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company Hi-Tex Solutions LLC Technology so that it does not infringe, or (iv) terminate this Agreement. Company Hi-Tex Solutions LLC assumes no liability for infringement claims arising from: : (1) any combination of the Company Hi-Tex Solutions LLC Technology with products or technology not provided by CompanyHi-Tex Solutions LLC, if the infringement would not have occurred if the Company Hi-Tex Solutions LLC Technology had not been so combined; ; (2) any modification of the Company Hi-Tex Solutions LLC Technology, in whole or in part, by anyone other than CompanyHi- Tex Solutions LLC, if the infringement would not have occurred but for such modification; ; (3) use by You of any Company Hi-Tex Solutions LLC Technology after Company Hi-Tex Solutions LLC notifies You that continued use may subject You to such claim of infringement, provided that Company Hi-Tex Solutions LLC provides You with a replacement release of the Company Hi-Tex Solutions LLC Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “Hi-Tex Solutions LLC Technology” means the software of Hi- Tex Solutions LLC which is delivered to You in connection with Your use of the Services. This Section 10 sets forth the entire liability and obligations of Hi-Tex Solutions LLC, and Your exclusive remedy, with respect to any actual or alleged infringement of any intellectual property or proprietary right by the Services. The terms of this Section 10 are subject to the limitations of Section 8.

Intellectual Property Protection. Company [Reseller] will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company Technology,” as defined below in this Section 10; provided that You provide Company [Reseller] with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company [Reseller] may be obligated to defend or settle in accordance with this Section 10, Company [Reseller] may at its sole option and expense, either: (i) procure the right to use the Company Technology as provided herein, ; (ii) replace the Company Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company Technology so that it does not infringe, ; or (iv) terminate this Agreement. Company [Reseller] assumes no liability for infringement claims arising from: (1) any combination of the Company Technology with products or technology not provided by Company[Reseller], if the infringement would not have occurred if the Company Technology had not been so combined; (2) any modification of the Company [Technology, in whole or in part, by anyone other than CompanyNEC or any subsequent (re-)seller, including [Reseller], if the infringement would not have occurred but for such modification; (3) use by You of any Company Technology after Company [Reseller] notifies You that continued use may subject You to such claim of infringement, provided that Company [Reseller] provides You with a replacement release of the Company Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “

Intellectual Property Protection. Company [COP] will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company Technology,” as defined below in this Section 10; provided that You provide Company [COP] with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company [COP] may be obligated to defend or settle in accordance with this Section 10, Company [COP] may at its sole option and expense, either: (i) procure the right to use the Company Technology as provided herein, ; (ii) replace the Company Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company Technology so that it does not infringe, ; or (iv) terminate this Agreement. Company [COP] assumes no liability for infringement claims arising from: (1) any combination of the Company Technology with products or technology not provided by Company[COP], if the infringement would not have occurred if the Company Technology had not been so combined; (2) any modification of the Company [Technology, in whole or in part, by anyone other than CompanyNEC or any subsequent (re-)seller, including [COP], if the infringement would not have occurred but for such modification; (3) use by You of any Company Technology after Company [COP] notifies You that continued use may subject You to such claim of infringement, provided that Company [COP] provides You with a replacement release of the Company Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “

Intellectual Property Protection. Company [COP] will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company [COP] Technology,” as defined below in this Section 10; provided that You provide Company [COP] with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company [COP] may be obligated to defend or settle in accordance with this Section 10, Company [COP] may at its sole option and expense, either: (i) procure the right to use the Company [COP] Technology as provided herein, ; (ii) replace the Company [COP] Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company [COP] Technology so that it does not infringe, ; or (iv) terminate this Agreement. Company [COP] assumes no liability for infringement claims arising from: (1) any combination of the Company [COP] Technology with products or technology not provided by Company[COP], if the infringement would not have occurred if the Company [COP] Technology had not been so combined; (2) any modification of the Company [COP] Technology, in whole or in part, by anyone other than Company[COP], if the infringement would not have occurred but for such modification; (3) use by You of any Company [COP] Technology after Company [COP] notifies You that continued use may subject You to such claim of infringement, provided that Company [COP] provides You with a replacement release of the Company [COP] Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “

Intellectual Property Protection. Company Angani will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company Angani Technology,” as defined below in this Section 10; provided that You provide Company Angani with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company Angani may be obligated to defend or settle in accordance with this Section 10, Company Angani may at its sole option and expense, either: (i) procure the right to use the Company Angani Technology as provided herein, (ii) replace the Company Angani Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company Angani Technology so that it does not infringe, or (iv) terminate this Agreement. Company Angani assumes no liability for infringement claims arising from: (1) any combination of the Company Angani Technology with products or technology not provided by CompanyAngani, if the infringement would not have occurred if the Company Angani Technology had not been so combined; (2) any modification of the Company Angani Technology, in whole or in part, by anyone other than CompanyAngani, if the infringement would not have occurred but for such modification; (3) use by You of any Company Angani Technology after Company Angani notifies You that continued use may subject You to such claim of infringement, provided that Company Angani provides You with a replacement release of the Company Angani Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “or

Intellectual Property Protection. Company 6.5.1. Licensor will, at HP's option, defend and hold harmless HP, its subsidiaries, and customers from any claim, suit, or proceeding alleging that the Program, or any combination of the Program with an HP Product, or any documentation, or any part thereof, or any product provided as part of Licensor's support services furnished by Licensor under this Agreement constitutes an infringement of any third party's patent, copyright, trademark, trade name, other proprietary right, or unauthorized trade secret use. Licensor agrees to pay all damages and costs awarded with respect to such claim or agreed to in any settlement of that claim. 6.5.2. In case any Program or Documentation or any part thereof in such suit is held to constitute an infringement and its use is enjoined, Licensor will, at its own expense, defend or expense and at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company Technology,” as defined below in this Section 10; provided that You provide Company with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company may be obligated to defend or settle in accordance with this Section 10, Company may at its sole option and expense, either: (i) procure for HP and its customers the right to use the Company Technology as provided hereincontinue use, or (ii) if applicable, replace the Company Technology same with other non-infringing products with a noninfringing program and documentation of equivalent functionality; function and performance, or (iii) suitably modify them so they become noninfringing without detracting from function or performance. 6.5.3. HP will give Licensor prompt notice of any such claim or action, and will give Licensor the Company Technology so authority, information, and reasonable assistance (at Licensor's expense) necessary to defend. If Licensor does not diligently pursue resolution of the claim nor provide HP with reasonable assurances that it does will diligently pursue resolution, then HP may, without in any way limiting its other rights and remedies, defend the claim. 6.5.4. Notwithstanding the foregoing, Licensor will have no responsibility for claims arising solely and directly from (i) unauthorized modifications of the Program made by HP if such claim would not infringehave arisen but for such modifications, or (ivii) terminate this Agreement. Company assumes no liability for infringement claims arising from: (1) any unauthorized combination or use of the Company Technology Program with products or technology not provided by Company, contemplated herein if the infringement such claim would not have occurred if the Company Technology had not been so combined; (2) any modification of the Company Technology, in whole or in part, by anyone other than Company, if the infringement would not have occurred arisen but for such modification; (3) use by You of any Company Technology after Company notifies You that continued use may subject You to such claim of infringement, provided that Company provides You with a replacement release of the Company Technology; (4) any proprietary combination or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rightsuse. 6.5.5. “THIS SECTION 6.5 STATES THE ENTIRE LIABILITY OF LICENSOR WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THE PROGRAMS OR DOCUMENTATION.

Intellectual Property Protection. Company NATGisIT will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company NATGisIT Technology,” as defined below in this Section 10; provided that You provide Company NATGisIT with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company NATGisIT may be obligated to defend or settle in accordance with this Section 10, Company NATGisIT may at its sole option and expense, either: (i) procure the right to use the Company NATGisIT Technology as provided herein, ; (ii) replace the Company NATGisIT Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company NATGisIT Technology so that it does not infringe, ; or (iv) terminate this Agreement. Company NATGisIT assumes no liability for infringement claims arising from: (1) any combination of the Company NATGisIT Technology with products or technology not provided by CompanyNATGisIT, if the infringement would not have occurred if the Company NATGisIT Technology had not been so combined; (2) any modification of the Company NATGisIT Technology, in whole or in part, by anyone other than CompanyNATGisIT, if the infringement would not have occurred but for such modification; (3) use by You of any Company NATGisIT Technology after Company NATGisIT notifies You that continued use may subject You to such claim of infringement, provided that Company NATGisIT provides You with a replacement release of the Company NATGisIT Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “

Intellectual Property Protection. Company Office Connection will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company Office Connection Technology,” as defined below in this Section 10; provided that You provide Company Office Connection with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company Office Connection may be obligated to defend or settle in accordance with this Section 10, Company Office Connection may at its sole option and expense, either: (i) procure the right to use the Company Office Connection Technology as provided herein, ; (ii) replace the Company Office Connection Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company Office Connection Technology so that it does not infringe, ; or (iv) terminate this Agreement. Company Office Connection assumes no liability for infringement claims arising from: (1) any combination of the Company Office Connection Technology with products or technology not provided by CompanyOffice Connection, if the infringement would not have occurred if the Company Office Connection Technology had not been so combined; (2) any modification of the Company Office Connection Technology, in whole or in part, by anyone other than CompanyOffice Connection, if the infringement would not have occurred but for such modification; (3) use by You of any Company Office Connection Technology after Company Office Connection notifies You that continued use may subject You to such claim of infringement, provided that Company Office Connection provides You with a replacement release of the Company Office Connection Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “

Intellectual Property Protection. Company KDDIA will, at its own expense, defend or at its option settle, any claim brought against You by a third party on the issue of infringement of any copyright, patent, or trademark of that third party, in each case by the “Company KDDIA Technology,” as defined below in this Section 10; provided that You provide Company KDDIA with (a) prompt written notice of such claim; (b) control over the defense and settlement of such claim; and (c) proper and full information and assistance to settle and/or defend any such claim. In the event of any claim for which Company KDDIA may be obligated to defend or settle in accordance with this Section 10, Company KDDIA may at its sole option and expense, either: (i) procure the right to use the Company KDDIA Technology as provided herein, ; (ii) replace the Company KDDIA Technology with other non-infringing products with equivalent functionality; (iii) suitably modify the Company KDDIA Technology so that it does not infringe, ; or (iv) terminate this Agreement. Company KDDIA assumes no liability for infringement claims arising from: (1) any combination of the Company KDDIA Technology with products or technology not provided by CompanyKDDIA, if the infringement would not have occurred if the Company KDDIA Technology had not been so combined; (2) any modification of the Company KDDIA Technology, in whole or in part, by anyone other than CompanyKDDIA, if the infringement would not have occurred but for such modification; (3) use by You of any Company Technology after Company notifies You that continued use may subject You to such claim of infringement, provided that Company provides You with a replacement release of the Company Technology; (4) any proprietary or intellectual property rights not expressly identified in this Section 10; or (5) any non-United States proprietary or intellectual property rights. “have