Common use of PATENT AND COPYRIGHT INDEMNIFICATION Clause in Contracts

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.

Appears in 2 contracts

Sources: General Terms Agreement, General Terms Agreement

PATENT AND COPYRIGHT INDEMNIFICATION. Seller, subject to Seller 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 or copyright covering, or alleged to cover, the Services described herein in the form sold by ▇▇▇▇▇▇ Seller 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 ▇▇▇▇▇ Buyer 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-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.

Appears in 1 contract

Sources: General Terms Agreement

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 ▇▇▇▇▇▇ Seller 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 ▇▇▇▇▇ Buyer 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.

Appears in 1 contract

Sources: General Terms Agreement

PATENT AND COPYRIGHT INDEMNIFICATION. Seller, subject to Seller 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 or copyright covering, or alleged to cover, the Services described herein in the form sold by ▇▇▇▇▇▇ Seller 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 ▇▇▇▇▇ Buyer 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.

Appears in 1 contract

Sources: General Terms Agreement