PATENT AND COPYRIGHT INDEMNIFICATION Sample Clauses

PATENT AND COPYRIGHT INDEMNIFICATION. Navistar will assume and defend at its sole expense any lawsuit brought against Customer based on a claim that the Software or documentation used within the scope of this Agreement infringes any trade secret right, copyright or patent, provided Customer promptly notifies Navistar of the existence of the lawsuit and tenders the complete defense of the lawsuit to Navistar.

PATENT AND COPYRIGHT INDEMNIFICATION. Seller, subject to agrees that it will defend, at its own expense, all suits against Buyer for the direct infringement of any valid third-party United States patent covering, or alleged to cover, the Services described herein in the form sold by ▇▇▇▇▇▇ and Seller agrees that it will pay all sums which, by final judgment or decree in any such suits, may be assessed against the Buyer on account of such infringement, provided that Seller shall be given (i) immediate written notice of all claims of any such infringement and of any suits brought or threatened against ▇▇▇▇▇ and (ii) authority to assume the sole defense thereof through its own counsel and to compromise or settle any suits so far as this may be done without prejudice of the right of the Buyer to continue the use, as contemplated, of the Services so purchased. If in any such suit so defended the Services are held to constitute an infringement and their use is enjoined, or if in the light of any claim of infringement Seller deems it advisable to do so, Seller may either procure the right to continue the use of the same for the Buyer, or modify said Services so as to be non-infringing, or, if the foregoing options are not reasonably available, remove such Services and refund the purchase price less a reasonable allowance for use up to the date that such Services are removed by the Seller.

PATENT AND COPYRIGHT INDEMNIFICATION a. The Contractor, at its expense, shall defend, indemnify, and hold DSHS harmless from and against any claims against DSHS that any Product or Work Product supplied hereunder, or DSHS’s use of the Product or Work Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Product shall mean any Contractor-supplied equipment, Software, or documentation. The Contractor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by DSHS provided that DSHS: (1) Promptly notifies the Contractor in writing of the claim, but DSHS’s failure to provide timely notice shall only relieve the Contractor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to the Contractor; and (2) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant the Contractor sole control of the defense and all related settlement negotiations. b. If such claim has occurred, or in the Contractor’s opinion is likely to occur, DSHS agrees to permit the Contractor, at its option and expense, either to procure for DSHS the right to continue using the Product or Work Product or to replace or modify the same so that they become non-infringing and functionally equivalent. If use of the Product or Work Product is enjoined by a court and the Contractor determines that none of these alternatives is reasonably available, the Contractor, at its risk and expense, will take back the Product or Work Product and provide DSHS a refund. In the case of Work Product, the Contractor shall refund to DSHS the entire amount DSHS paid to the Contractor for the Contractor’s provision of the Work Product. In the case of Product, the Contractor shall refund to DSHS its depreciated value. No termination charges will be payable on such returned Product, and DSHS will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of four (4) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of three hundred sixty- five (365) days per year. In the ...

PATENT AND COPYRIGHT INDEMNIFICATION a) The Contractor shall not infringe on any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights in the performance of the Work. b) The Contractor warrants that all Deliverables furnished hereunder, including but not limited to: equipment, programs, documentation, software, analyses, applications, methods, ways, processes, and the like, do not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights. c) The Contractor shall be liable and responsible for any and all claims made against the County for infringement of patents, copyrights, service marks, trade secrets or any other third party proprietary rights, by the use or supplying of any programs, documentation, software, analyses, applications, methods, ways, processes, and the like, in the course of performance or completion of, or in any way connected with, the Work, or the County's continued use of the Deliverables furnished hereunder. Accordingly, the Contractor at its own expense, including the payment of attorney's fees, shall indemnify, and hold harmless the County and defend any action brought against the County with respect to any claim, demand, cause of action, debt, or liability. d) In the event any Deliverable or anything provided to the County hereunder, or portion thereof is held to constitute an infringement and its use is or may be enjoined, the Contractor shall have the obligation to, at the County's option to (i) modify, or require that the applicable subcontractor or supplier modify, the alleged infringing item(s) at its own expense, without impairing in any respect the functionality or performance of the item(s), or (ii) procure for the County, at the Contractor's expense, the rights provided under this Agreement to use the item(s). e) The Contractor shall be solely responsible for determining and informing the County whether a prospective supplier or subcontractor is a party to any litigation involving patent or copyright infringement, service ▇▇▇▇, trademark, violation, or proprietary rights claims or is subject to any injunction which may prohibit it from providing any Deliverable hereunder. The Contractor shall enter into agreements with all suppliers and subcontractors at the Contractor's own risk. The County may reject any Deliverable that it believes to be the subjec...

PATENT AND COPYRIGHT INDEMNIFICATION. 46.1 Vendor, at its expense, shall defend, indemnify, and save Purchaser harmless or settle any claim against the Purchaser that Software or work products supplied hereunder infringe any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Vendor will pay resulting costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by ▇▇▇▇▇▇▇▇▇ provided that Purchaser: a) Promptly notifies Vendor in writing of the claim, but ▇▇▇▇▇▇▇▇▇’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor; and b) Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor sole control of the defense and all related settlement negotiations. 46.2 If such claim has occurred, or in Vendor's opinion is likely to occur, ▇▇▇▇▇▇▇▇▇ agrees to permit Vendor at its option and expense, either to procure for Purchaser the right to continue using the Software or to replace or modify the same so that they become non-infringing and functionally equivalent. If use of the Software is enjoined by a court and the Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Software and refund its depreciated value. No termination charges will be payable on such returned Software, and Purchaser will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of five (5) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of 365 days per year. In the event the Software has been installed less than one (1) year, all costs related to the initial installation paid by Purchaser shall be refunded by Vendor. 46.3 Vendor has no liability for any claim of infringement arising from: a) Vendor’s compliance with any designs, specifications or instructions of the Purchaser; b) Modification of the Software by Purchaser or a third party without the prior knowledge and approval of Vendor; or c) Use of the Software in a way not specified by Vendor unless the claim aro...

PATENT AND COPYRIGHT INDEMNIFICATION. BISYS will hold Client harmless and, at its own expense, will defend any action brought against Client based on a claim that the Services used within the scope of this Agreement infringe a United States patent or copyright provided Client notifies BISYS promptly in writing of the claim, BISYS has sole control of the defense of the action and all negotiations for its settlement or compromise, and Client cooperates with BISYS in the defense of the action. In the event any of the Services becomes, or in BISYS' opinion is likely to become, the subject of a claim of infringement of patent or copyright, BISYS, at its option, may (i) secure for Client the right to continue using such Service(s), (ii) replace or modify such Services to make it or them non-infringing, (iii) cease providing the affected Service(s) or (iv) if none of the foregoing options is commercially reasonable, in BISYS' opinion, terminate this Agreement. If BISYS exercises its option hereunder to terminate this Agreement, such termination shall be at no penalty to BISYS except that BISYS shall provide the Deconversion assistance described in Paragraph 9(B) at no charge to Client.

PATENT AND COPYRIGHT INDEMNIFICATION. CONTRACTOR, at its expense, shall defend, indemnify, and save AGENCY harmless from and against any third party claims against AGENCY that any Service as provided by CONTRACTOR and supplied hereunder, or AGENCY’s use of the Service within the terms of this Contract, infringes any patent, copyright, trade secret, trademark, or other similar proprietary right of a third party worldwide. CONTRACTOR shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by AGENCY provided that AGENCY: Promptly notifies CONTRACTOR in writing of the claim, but AGENCY’s failure to provide timely notice shall only relieve CONTRACTOR from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to CONTRACTOR; and Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR sole control of the defense and all related settlement negotiations; and Cooperates with CONTRACTOR (at CONTRACTOR’s expense) in the defense and/or settlement of such claim upon CONTRACTOR’s request. If such claim has occurred, or in CONTRACTOR’s opinion is likely to occur, AGENCY agrees to permit CONTRACTOR, at its option and expense, either to procure the right to continue using the Service or to replace or modify the same so that they become non-infringing and functionally equivalent. If use of the Service is enjoined by a court and CONTRACTOR determines that none of these alternatives is reasonably available, AGENCY may terminate the Service. No termination charges will be payable on such Service and the AGENCY will pay only those charges that were payable prior to the date of such termination.

PATENT AND COPYRIGHT INDEMNIFICATION a. Motorola agrees to defend, at its expense, any suits against Distributor and third parties purchasing Motorola products from Distributor based upon a claim that any Products furnished hereunder directly infringes a patent or copyright legally recognized and enforceable within the Territory. Subject to the conditions and limitations of liability stated in this Agreement, Motorola shall pay costs and damages finally awarded in any such suit, provided that Motorola is notified promptly in writing of the suit and at Motorola's request and at its expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any Product(s) furnished hereunder is enjoined as a result of such suit, Motorola at its option and at no expense to Distributor, shall obtain for Distributor the right to use or sell said product(s) or shall substitute an equivalent product reasonably acceptable to Distributor and extend this indemnity thereto or shall accept the return of the Product(s) and reimburse Distributor the purchase price therefore, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any products furnished by Motorola or by the combination of any Products(s) furnished by Motorola and other elements nor does it extend to any products(s) of Distributor's design or formula. The foregoing states the entire liability of Motorola for patent or copyright infringement. b. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, TRADEMARKS OR COPYRIGHTS.

PATENT AND COPYRIGHT INDEMNIFICATION. 12.1 Sycamore agrees to indemnify and hold ▇▇▇▇▇▇▇▇ harmless from and against all claims and judicial or governmental determinations that the Products as delivered by Sycamore under this Agreement infringe or misappropriate any United States patent rights, copyrights, trade secrets, or trademarks. Sycamore shall assume the defense of any such claim regardless as to its ultimate validity, of infringement or misappropriation brought against ▇▇▇▇▇▇▇▇ in the United States by counsel retained at Sycamore's own expense, provided that ▇▇▇▇▇▇▇▇ promptly notifies Sycamore in writing of such claim or the commencement of any such suit, action, proceeding or threat covered by this Section. Sycamore shall maintain sole and exclusive control of the defense and/or settlement of any such claim and ▇▇▇▇▇▇▇▇ shall cooperate in the defense of such claim. 12.2 In the event that the use or sale of all or any portion of the Products is enjoined, or, in Sycamore's judgment, may be enjoined, as a result of a suit based on alleged infringement or misappropriation of the third party intellectual property rights, Sycamore agrees to either: (i) procure for ▇▇▇▇▇▇▇▇ the right to continue to use the Product, or (ii) replace or modify the infringing or misappropriating Product so that it becomes non- infringing. In the event that the foregoing alternatives cannot be reasonably accomplished by Sycamore, Sycamore shall direct ▇▇▇▇▇▇▇▇ to return the Product to Sycamore and upon receipt of the Product(s), Sycamore shall reimburse ▇▇▇▇▇▇▇▇ for the price originally paid by ▇▇▇▇▇▇▇▇. Upon Sycamore's fulfillment of the alternatives set out in this Section and Section 12.1, Sycamore shall be relieved of any further obligation or liability to ▇▇▇▇▇▇▇▇ as a result of any such infringement or misappropriation. 12.3 Regardless of any other provisions of this Agreement, this Section shall not apply (i) to any designs, specifications or modifications originating with or requested by ▇▇▇▇▇▇▇▇, or (ii) to the combination of any Product with other equipment, software or products not supplied by Sycamore if such infringement or misappropriation would not have occurred but for such combination, or (iii) ▇▇▇▇▇▇▇▇ failure to install an update provided at no additional charge, where the update would have avoided the infringement claim.