IP Infringement Sample Clauses

IP Infringement. Contractor shall defend; shall release, discharge, and relinquish; and shall indemnify, protect and hold harmless Company Group from and against any and all Claims brought by or on behalf of any person or entity arising out of or in connection with any allegation, in whole or in part, that Company Group’s use or possession of the goods or services provided by Contractor infringes, misappropriates, dilutes, or violates the copyright, trade secret, trademark, trade dress, service ▇▇▇▇, patent or any other proprietary right (including without limitation, moral, termination, privacy, Or personality rights) of any person or entity.

IP Infringement. To the best of Toray’s knowledge: (i) the Manufacture, use or sale of the Compound and/or Products as contemplated hereunder are not and will not be Covered by a Valid Claim of any Patent Rights of any Third Party which could result in legal actions or other Losses and Claims against Acologix; and (ii) no Third Party is currently infringing the Toray Patent Rights with respect to the manufacture, use or sale of Products or Competitive Products in Europe or North America. There are no existing actions, suits or proceedings, and Toray has not received any written claim or demand from a third party, that challenges Toray’s rights with respect to the Toray Patent Rights, the Toray Know-How, the Compound and/or any Products or that asserts that development, manufacture or sale of the Compound and/or Products would infringe the intellectual property rights of a third party in Europe or North America.

IP Infringement. If a Party becomes aware of any infringement or threatened infringement of any Intellectual Property disclosed to or licensed by the other Party under this Agreement, the first- mentioned Party must promptly notify the other Party identifying (if possible) the infringer and relevant details of the infringement or potential infringement.

IP Infringement. You will not use the Services, including the Platform, in any way that infringes or violates our or any third party's Intellectual Property Rights, or otherwise in breach of Relevant Law. The Platform may display content that we do not own or is otherwise not responsible for. You shall not use content from any of the Services, including the Platform, unless you obtain written consent from us or the owner of the content, or as permitted by Relevant Law.

IP Infringement. If the Products and Services become the subject of a claim of infringement of Intellectual Property Rights under this Section, CaseWare will, in CaseWare’s sole discretion: (a) obtain a right for the Customer to continue using the Products and Services; (b) modify the CaseWare Offerings so they become non-infringing but still provide or support substantially the same functionality as the infringing Products and Services; or (c) terminate the applicable Order Form and refund the unused portion of any prepaid Fees received by CaseWare from Customer. For Products licensed on a perpetual basis, such refund shall be based on the unamortized or unexpensed portion of the purchase price allocated to that portion of the Software, based on a three-year straight-line amortization.

IP Infringement. Seller agrees: (i) to defend, hold harmless and indemnify MAHLE, its affiliates and successors against any and all suits, actions, or proceedings that a third party may bring against MAHLE or any of its associated companies for actual or alleged direct or contributory infringement or inducement to infringe any IP Right and against any resulting damages or expenses (including attorney’s and other professional fees, settlements and judgments) arising in any way in relation to the Services and/or Goods provided by this Order (including, without limitation, their manufacture, purchase, use and/or sale), including such claims in which Seller provided only part of the Goods and/or Services, and Seller expressly waives any claim against MAHLE that such infringement arose out of compliance with MAHLE’s requested specifications, (ii) to waive any claim against MAHLE, including any hold- harmless or similar claim, in any way related to a third-party claim asserted against MAHLE for infringement of any IP Right, including claims arising out of specifications furnished by MAHLE, and (iii) that if the sale or use of the Services and/or Goods is enjoined or, in MAHLE’s sole judgment, is likely to be enjoined, Seller shall, at MAHLE’s election and Seller’s sole expense, (1) secure a license of the IP Right that permits Seller to continue supplying the Goods and/or Services to MAHLE, or (2) modify the services and/or goods so that they become non- infringing, so long as the modification does not materially alter the operation or performance of the Goods and/or Services, or (3) replace the Goods and/or Services with non-infringing but equivalent Goods and/or Services. Seller shall be competitive in price, quality, capacity, delivery and timeliness. MAHLE may audit Seller to verify Seller’s competitiveness. In the event that MAHLE determines in good faith that Seller fails to be competitive, ▇▇▇▇▇▇ agrees to provide an action plan and timetable within ten (10) days of such determination to cure the deficiency. If Seller fails to provide a plan in a timely manner or the plan fails to cure the deficiency within the agreed upon timetable, MAHLE may terminate all or part of the Order.

IP Infringement. [***] may terminate this Agreement as set forth in Section [***] or following entry of a [***] or [***] or [***] by a court of competent jurisdiction with respect to the manufacture or use of any [***]Product or any [***] or [***]. 

IP Infringement. Subject to Sections 9(b) (Exceptions) Druva, if notified promptly in writing and given authority, control, information and assistance at Druva's expense for defense and settlement of same, shall defend and indemnify Customer against Indemnified Liabilities, in any Third Party Legal Proceeding so far as it is based on a claim that the use of the Software, the Cloud Services, or Cloud Apps furnished under this Agreement infringes a United States patent that has been issued as of the installation or deployment date, as the case may be. If Druva reasonably believes that Customer's use of the Software, the Cloud Services, or the Cloud Apps is likely to be enjoined, or if the Software, the Cloud Services, or the Cloud Apps are held to infringe such patent and all use of such Software, Cloud Services, or the Cloud Apps by Customer is thereby enjoined, Druva shall, at its expense and at its sole option, (i) procure for Customer the right to continue using the Software, Cloud Services, or the Cloud Apps, (ii) replace the Software, Cloud Services, or the Cloud Apps with other non-infringing software or services of substantially equivalent functionality or (iii) modify the Software, Cloud Services, or the Cloud Apps so that there is no infringement, provided that such modified software or services provide substantially equivalent functionality. If, in Druva's opinion, the remedies in clauses (i), (ii) and (iii) above are infeasible or commercially impracticable, Druva may, in its sole discretion, refund Customer, directly or through the reseller with which Customer contracted, a pro-rated amount of the applicable Fees pre-paid by Customer covering the whole months that would have remained, absent such early termination, in the Term following the effective date of such early termination and terminate this Agreement. Customer shall not settle any matter without the prior written approval of Druva.

IP Infringement. Subject to the limitations in Section 12, ESO shall defend and indemnify Customer from any damages, costs, liabilities, expenses (including reasonable attorney’s fees) (“Damages”) actually incurred or finally adjudicated as to any third-party claim or action alleging that the Software delivered pursuant to this Agreement infringe or misappropriate any third party’s patent, copyright, trade secret, or other intellectual property rights enforceable in the applicable jurisdiction (each, an “Indemnified Claim”). If Customer makes an Indemnified Claim under this Section or if ESO determines that an Indemnified Claim may occur, ESO shall, in addition to its indemnity obligations set forth above, at its option: (a) obtain a right for Customer to continue using such Software; (b) modify such Software to make it a non-infringing equivalent or (c) replace such Software with a non-infringing equivalent. If (a), (b), or