IPR INFRINGEMENT Sample Clauses
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IPR INFRINGEMENT. 8.1. The indemnity in clause 9.6 of the Call Off Contract shall only apply in respect of damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or under a settlement agreed to by the indemnifying Party
8.2. If the indemnifying Party believes or it is determined that use of the Services may infringe a third party’s intellectual property rights, and if the alternatives set out in clause 9.8 of the Call Off Contract are not commercially reasonable, the indemnifying Party may end the Services associated (or relevant part thereof) and refund any unused, prepaid fees for such Services.
8.3. Oracle will not be liable under the indemnity if the Buyer (a) alters the item in question or uses it outside the scope of use identified in Oracle’s user or program documentation or Service Specifications, or (b) uses a version which has been superseded, if the infringement claim could have been avoided by using an unaltered current version which was made available to the Buyer. Oracle will not indemnify You to the extent that an infringement claim is based on Third Party Content or any material from a third party portal or other external source that is accessible or made available to You within or by the Services (e.g., a social media post from a third party blog or forum, a third party Web page accessed via a hyperlink, marketing data from third party data providers, etc.).
8.4. This section 8 (amending clause 9.6 – 9.10 of the Call Off Contract) provides the parties’ exclusive remedy for any IPR Claims or related damages.
IPR INFRINGEMENT. 12.2.1. Calix shall indemnify, defend and hold Ericsson and its customers harmless against any Claim brought by a third party against Ericsson alleging that any Product listed on Exhibit A as a “Calix Product” or any Service infringes any IPR of that third party. In the event that such claim is upheld in a court of law, or as part of a settlement of such claim, Calix shall, at its option, a) remove the infringing portion from the Product or Service without substantially reducing functionality, b) replace or modify the infringing Product or Service such that it is no longer infringing, or c) procure for Ericsson the right to continue using the infringing Product or Service. Calix agrees to use commercially reasonable efforts to implement either (a), (b), or (c), however, in the event that none of these options is commercially reasonable, Calix's total liability shall be to refund the amount paid to Calix for the Product or Service.
12.2.2. Calix shall have no indemnification obligations with respect to any Product listed on Exhibit A as a “1500 Legacy” or “ONT Legacy” Product, so long as the claim is based on the Specifications of the Product at issue as of the Closing Date of the Asset Purchase Agreement.
12.2.3. Calix shall have no indemnification obligations with respect to any third party action alleging that the use of any Product or Service in combination with products not supplied by Calix infringes any third party IPR where the Calix Product or Service standing alone does not infringe.
IPR INFRINGEMENT. If the Licensee learns of any matter which could constitute an infringement or threatened infringement of the Licensed IPR, or that the Licensed IPR infringes the IPR of a Third Party the Licensee shall: immediately notify the Licensor giving full particulars of such circumstances; and make no comment, admission or disclosures to any Third Party in respect of such circumstances. The Licensor shall decide what action to take in respect of any alleged or actual infringement of the Licensed IPR and/or any Claim by a Third Party in respect of the Licensed IPR and have the conduct of all related proceedings. The Licensor shall be entitled to receive and retain all amounts awarded or secured by way of settlement or damages, profits or otherwise in connection with any infringement proceedings brought by it relating to the Licensed IPR. [The Licensor shall indemnify the Licensee for any Losses the Licensee, if relevant) incurs as a result of the Licensed IPR infringing Third Party IPR which the Licensor does not otherwise address.]
IPR INFRINGEMENT. 14.1 In performing the Services, the Supplier shall not be obliged to take any action which may infringe the Intellectual Property Rights of any Third Party Licensor or any other third party. Subject to clause 14.3, if any Services, Fixes or Patches provided by the Supplier are held or alleged to infringe, or the Supplier believes that they may infringe, a Third Party Licensor's or any other third party's Intellectual Property Rights (an "Infringing Item"), the Supplier may, as the Client's sole remedy and at the Supplier's option and expense, either: (a) modify the Infringing Item so that it becomes non-infringing while otherwise substantially complying with the requirements of the Agreement; or (b) replace the relevant Infringing Item with other non-infringing items having a capability materially equivalent to the Infringing Item.
14.2 The Client shall notify the Supplier promptly upon becoming aware of any existing or alleged existence of an Infringing Item.
14.3 In no event shall the Supplier be liable to the Client under clause 14.1 to the extent that any Infringing Item arises as a result of:
14.3.1 a breach of the Licence Terms or misuse of the Supported Software by the Client;
14.3.2 a modification of the Services, a Fix or a Patch by anyone other than the Supplier;
14.3.3 use of the Services in a manner not specifically permitted by the Agreement or contrary to the instructions given to the Client by the Supplier from time to time; or
14.3.4 use of the Services after notice of the alleged or actual infringement from the Supplier or any appropriate authority or third party.
IPR INFRINGEMENT. 14.1 The Client shall indemnify and hold Ionbond harmless of any IPR infringement of a third party right due to products furnished by the Client and/or products and/or Services fulfilled in accordance with the Client´s order and/or directions.
IPR INFRINGEMENT. 10.1. If any Product as delivered hereunder is held to infringe a third party’s IPR and Customer is enjoined from using same, AQP may, at its expense and option, (a) modify Product without impairing in any respect the functionality, capacity or performance, so that it is non-infringing; (b) procure for Customer the right to continue to use and sell Product; or (c) refund the purchase price of Products less a reasonable amount for usage.
10.2. THE FOREGOING PROVISIONS OF THIS SECTION 10 SET FORTH THE SOLE, EXCLUSIVE AND ENTIRE LIABILITY OF AQP AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS.
IPR INFRINGEMENT. 12.1 The Supplier warrants that Supplier has the right and the power to ▇▇▇▇▇ ▇▇▇▇ any rights in respect of Delivery. Moreover, Supplier warrants that the Delivery does not infringe any existing patent, registered design, copyright or other Intellectual Property Rights owned by any third party.
12.2 Supplier shall, at its own expense, indemnify, defend and hold harmless Coor against any claim alleging that the Delivery or the use of the result of the Delivery in accordance with the Agreement infringes Intellectual Property Rights of a third party.
IPR INFRINGEMENT. SUPPLY OF PRODUCTS. Under this DPA no Party will incur any liability towards the other Party for infringement of intellectual property rights, provided, however, that the parties acknowledge and agree that the terms and conditions of Section 7.1 of the Software Development SIEMENS Telecom Innovation Centre Page 10 of 24 May 9, 2000 30 Unisphere Management Center (UMC) Project - Development Project Agreement DPA (001) Services Agreement between the parties applies to the services and products developed under this DPA. THIS WILL CONSTITUTE THE SOLE AND ENTIRE WARRANTY OF EACH PARTY TOWARDS THE OTHER PARTY HEREUNDER.
IPR INFRINGEMENT. Licensee represents and warrants that any Application provided to Samsung for preload in Custom Binary or any use thereof will not infringe any Intellectual Property Rights of a third party including without limitation any patents, copyrights, trademarks and trade secrets. Licensee shall indemnify, defend and hold harmless Samsung from and against any and all claims, demands, damages, costs or expenses (including reasonable attorney’s fees) and liabilities arising out of or in relation to Licensee’s breach of this Section 9.8.
IPR INFRINGEMENT. CUSTOMER shall indemnify and keep SUPPLIER harmless for any infringement of any third party’s intellectual property rights (IPR) by the Product Specification and/or the Product if manufactured in accordance with Product Specifications or the use thereof. SUPPLIER assumes no responsibility if the Product Specifications and/or the Product if manufactured in accordance with the Product Specifications or the use thereof constitutes an infringement on any third party’s IPR. This indemnification shall include all costs, attorney’s fees and other expenses paid or incurred by or imposed upon Supplier in connection with the defense of any such claim. If SUPPLIER or the CUSTOMER receives knowledge that an IPR may possibly be infringed upon, this must be made known to the other party without delay.