Common use of Intellectual Property Warranty and Indemnification Clause in Contracts

Intellectual Property Warranty and Indemnification. Manager represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Agreement are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Manager to produce, at Manager’s own expense, new non- infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Manager further agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this Agreement infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Party Claim of Infringement is threatened or made before Manager receives payment under this Agreement, City shall be entitled, upon written notice to Manager, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Manager Consultant represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Agreement contract are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Manager Consultant to produce, at ManagerConsultant’s own expense, new non- non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Manager Consultant further agrees to indemnify, defend, indemnify and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services or works Works provided under this Agreement contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Manager Consultant receives payment under this Agreementcontract, City shall be entitled, upon written notice to ManagerConsultant, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Manager Design Professional represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Agreement contract are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Manager Design Professional to produce, at ManagerDesign Professional’s own expense, new non- non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Manager Design Professional further agrees to indemnify, defend, indemnify and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services or works Works provided under this Agreement contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Manager Design Professional receives payment under this Agreementcontract, City shall be entitled, upon written notice to ManagerDesign Professional, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Manager Design Professional represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Agreement contract are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Manager Design Professional to produce, at ManagerDesign Professional’s own expense, new non- non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Manager Design Professional further agrees to indemnify, defend, indemnify and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services or works Works provided under this Agreement contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims of Infringement). If a Third Third‌ Party Claim of Infringement is threatened or made before Manager Design Professional receives payment under this Agreementcontract, City shall be entitled, upon written notice to ManagerDesign Professional, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Manager Consultant represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Agreement contract are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Manager Consultant to produce, at ManagerConsultant’s own expense, new non- non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Manager Consultant further agrees to indemnify, defend, indemnify and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services or works Works provided under this Agreement contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Manager Consultant receives payment under this Agreementcontract, City shall be entitled, upon written notice to ManagerConsultant, to withhold some or all of such payment.payment.‌

Intellectual Property Warranty and Indemnification. Manager Consultant represents and warrants that any materials or deliverables, including all Deliverable Materials, provided provided‌ under this Agreement contract are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Manager Consultant to produce, at ManagerConsultant’s own expense, new non- non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Manager Consultant further agrees to indemnify, defend, indemnify and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services or works Works provided under this Agreement contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Manager Consultant receives payment under this Agreementcontract, City shall be entitled, upon written notice to ManagerConsultant, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Manager represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Agreement are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Manager to produce, at Manager’s own expense, new non- infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Manager further agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this Agreement infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Third-Party Claim of Infringement is threatened or made before Manager receives payment under this Agreement, City shall be entitled, upon written notice to Manager, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Manager The Contractor represents and warrants that any materials or deliverables, including all Deliverable MaterialsWorks, provided under this Agreement are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials deliverables, materials or Works provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City University shall have the right, in its sole discretion, to require Manager Contractor to produce, at ManagerContractor’s own expense, new non- non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City University under law or equity. Manager Contractor further agrees to indemnify, defend, indemnify and hold harmless the CityUniversity, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services or works Works provided under this Agreement infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Manager Contractor receives payment under this Agreement, City University shall be entitled, upon written notice to ManagerContractor, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Manager Company represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Agreement are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City Customer shall have the right, in its sole discretion, to require Manager Company to produce, at ManagerCompany’s own expense, new non- non-infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City Customer under law or equity. Manager Company further agrees to indemnify, defend, and hold harmless the CityCustomer, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this Agreement contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Third-Party Claim of Infringement). If a Third Third-Party Claim of Infringement is threatened or made before Manager Company receives payment under this Agreement, City Customer shall be entitled, upon written notice to ManagerCompany, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Manager Design Professional represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Agreement contract are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Manager Design Professional to produce, at ManagerDesign Professional’s own expense, new non- non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Manager Design Professional further agrees to indemnify, defend, indemnify and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services or works Works provided under this Agreement contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Manager Design Professional receives payment under this Agreementcontract, City shall be entitled, upon written notice to ManagerDesign Professional, to withhold some or all of such payment.payment.‌