Common use of PATENT AND COPYRIGHT INDEMNIFICATION Clause in Contracts

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. 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: : a. 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 and b. 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 and c. 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. CONTRACTORContractor, at its expense, shall defend, indemnify, and save AGENCY harmless from and against any third party claims against AGENCY that any Service service as provided by CONTRACTOR 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 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: : a. Promptly notifies CONTRACTOR Contractor in writing of the claim, but AGENCY’s failure to provide timely notice shall only relieve CONTRACTOR Contractor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to CONTRACTORContractor; and and b. Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR Contractor sole control of the defense and all related settlement negotiations; and and c. Cooperates with CONTRACTOR Contractor (at CONTRACTORContractor’s expense) in the defense and/or settlement of such claim upon CONTRACTORContractor’s request. If such claim has occurred, or in CONTRACTORContractor’s opinion is likely to occur, AGENCY agrees to permit CONTRACTORContractor, 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 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. CONTRACTOR62.1. Contractor, at its expense, shall defend, indemnify, and save AGENCY Purchaser harmless from and against any third party claims against AGENCY Purchaser that any Service as provided by CONTRACTOR and Product supplied hereunder, or AGENCYPurchaser’s use of the Service Product within the terms of this Contract, infringes any patent, copyright, trade secret, trademark, or other similar proprietary right of a third party worldwide. CONTRACTOR 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 Purchaser provided that AGENCYPurchaser: Promptly notifies CONTRACTOR Contractor in writing of the claim, but AGENCY▇▇▇▇▇▇▇▇▇’s failure to provide timely notice shall only relieve CONTRACTOR Contractor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to CONTRACTORContractor; and Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant CONTRACTOR 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. 62.2. If such claim has occurred, or in CONTRACTORContractor’s opinion is likely to occur, AGENCY Purchaser agrees to permit CONTRACTORContractor, at its option and expense, either to procure the right to continue using the Service Product or to replace or modify the same so that they become non-infringing noninfringing and functionally equivalent. If use of the Service Product is enjoined by a court and CONTRACTOR Contractor determines that none of these alternatives is reasonably available, AGENCY may terminate Contractor, at its risk and expense, will take back the ServiceProduct and provide Purchaser a refund. In the case of Product, Contractor shall refund to Purchaser its depreciated value. No termination charges will be payable on such Service returned Product, and the AGENCY Purchaser will pay only those charges that were payable prior to the date of such terminationreturn. Depreciated value shall be calculated on the basis of a useful life of seven (7) 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 event the Product has been installed less than one (1) year, all costs associated with the initial installation paid by Purchaser shall be refunded by Contractor.