PATENT AND OTHER PROPRIETARY RIGHTS INDEMNIFICATION Clause Samples

PATENT AND OTHER PROPRIETARY RIGHTS INDEMNIFICATION. Seller will defend, indemnify and hold Buyer and its customers harmless against all liability and expenses arising from actual or claimed infringement of any domestic or foreign patent, trademark copyright or other rights, misappropriation of trade secrets or breach of confidential relationship with respect to the goods or services covered by this Agreement. If use of product sold here under is enjoined as a result of any claimed infringement, Seller will, without in any way limiting the foregoing, and at its expense, (a) procure for Buyer the right to continue using the product; or, (b) replace or modify the product so that it becomes non-infringing; or (c) remove the product and refund the Buyer all monies paid therefore and release Buyer from any further liability under this Agreement. To the extent that the items ordered are manufactured to designs, drawings and specifications or instructions furnished by Buyer, Buyer agrees to indemnify and hold the Seller harmless from any expense, loss, cost, damage or liability of any kind which may be incurred because of any infringement or alleged infringement of domestic and foreign patent rights with respect to such items of the use of such items in combination with other items and to defend, as its own cost and expense, any action or claim in which such infringement is alleged. Buyer shall promptly notify Seller of any such action and shall provide Seller an opportunity, at Seller's option, to participate in any defense of such action or claim at Seller's own expense. The terms of this section shall survive the termination of this Agreement for a period of ten (10) years.
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PATENT AND OTHER PROPRIETARY RIGHTS INDEMNIFICATION. 24.1 CSC warrants to Customer that the Software and Software Products do not infringe on any United States patent, copyright, trade secret or other proprietary interest of any third party. 24.2 The following terms apply to any infringement or claim of infringement of any patent, trademark, copyright, trade secret or other proprietary interest based on the licensing, use, or sale of any Software, Software Products, Software Maintenance and/or Subscriber Billing Services furnished to Customer under this Agreement or in contemplation hereof. CSC shall indemnify Customer, Affiliates, its officers, directors, employees and agents for any loss, damage, expense or liability finally awarded, including costs and reasonable attorney's fees in defending or appealing such claims, that may result by reason of any such infringement or claim, except where such infringement or claim arises solely from CSC's adherence to Customer's written instructions or directions which involve the use of merchandise or items other than: (a) commercial merchandise which is available on the open market or is the same as such merchandise; or (b) items of CSC's origin, design or selection, and Customer shall so indemnify CSC in such excepted cases. Each party shall defend or settle, at its own expense, any action or suit against the other for which it is responsible hereunder. Each party shall notify the other promptly of any claim of infringement for which the other is responsible, and shall cooperate with the other in every reasonable way to facilitate the defense of any such claim. 24.3 In addition, in the event an injunction or order shall be obtained against Customer's use of any item by reason of any such infringement allegation or if, in CSC's sole opinion, the item is likely to become the subject of a claim of infringement or violation of patent, copyright, trademark, trade secret, or other proprietary right of a third party, CSC will, without in any way limiting the foregoing, in CSC's sole discretion and at CSC's expense either: (a) procure for Customer the right to continue using the item; (b) replace or modify the item so that it becomes non-infringing, but only if the modification or replacement does not, in CSC's reasonable opinion, adversely affect the functional performance or specifications for the item or its use by Customer; or (c) if neither (a) nor (b) above is financially reasonable, remove the item from Customer's Site and refund to Customer any charges paid by Custom...
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PATENT AND OTHER PROPRIETARY RIGHTS INDEMNIFICATION 
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Related to PATENT AND OTHER PROPRIETARY RIGHTS INDEMNIFICATION

  • Intellectual Property Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.

  • Intellectual Property Warranty and Indemnification Contractor represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor to produce, at Contractor’s own expense, new non-infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor further agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Party Claim

  • Intellectual Property Infringement Indemnification 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.

  • 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 event the Product has been installed less than one (1) year, all costs associated with the initial installation paid by DSHS shall be refunded by the Contractor. c. The Contractor has no liability for any claim of infringement arising solely from: (1) The Contractor’s compliance with any designs, specifications or instructions of DSHS; (2) Modification of the Product or Work Product by DSHS or a third party without the prior knowledge and approval of the Contractor; or (3) Use of the Product or Work Product in a way not specified by the Contractor; unless the claim arose against the Contractor’s Product or Work Product independently of any of these specified actions. d. This Section, Patent and Copyright Indemnification, is intended to survive the expiration or termination of the agreement.

  • Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.