PATENT PROTECTION Clause Samples

PATENT PROTECTION. 10.1. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all United States patent applications contained in the LICENSED PATENTS. Any and all such United States patent applications, and resulting issued patents, shall remain the property of YALE. 10.2. LICENSEE shall be responsible for all past, present and future costs of filing, prosecution and maintenance of all foreign patent applications, and patents contained in the LICENSED PATENTS in the countries outside the United States in the LICENSED TERRITORY selected by YALE and agreed to by LICENSEE. All such applications or patents shall remain the property of YALE. 10.3. If LICENSEE does not agree to pay the expenses of filing, prosecuting or maintaining a patent application or patent in any country outside the United States, or fails to pay the expenses of filing, prosecuting or maintaining a patent application or patent in the United States, then the LICENSE with respect to such patent application or patent shall terminate automatically with respect to that country. 10.4. The costs mentioned in Sections 10.2 and 10.3 shall include, but are not limited to, any past, present and future taxes, annuities, working fees, maintenance fees, renewal and extension charges. Payment of such costs shall be made, at YALE’s option, either directly to patent counsel or by reimbursement to YALE. In either case, LICENSEE shall make payment directly to the appropriate party within thirty (30) days of receiving its invoice. If LICENSEE fails to make payment to YALE or patent counsel, as appropriate, within the thirty (30) day period, LICENSEE shall be charged a five percent (5%) surcharge on the invoiced amount per month or fraction thereof or such other amount (higher or lower) as may be charged by patent counsel. Failure of LICENSEE to pay the surcharge shall be grounds for termination by YALE under Section 13.1 as and to the extent the same constitutes a TERMINATION EVENT. 10.5. All patent applications under the LICENSED PATENTS shall be prepared, prosecuted, filed and maintained by independent patent counsel chosen by YALE and reasonably acceptable to LICENSEE. Said independent patent counsel shall be ultimately responsible to YALE. LICENSEE shall have the right to retain, at its own expense, separate patent counsel to advise LICENSEE regarding such patent matters. YALE shall instruct its patent counsel to keep YALE, LICENSEE and LICENSEE’s patent counsel, if ...

PATENT PROTECTION. The vendor agrees to indemnify and defend the State of New Hampshire from alleged and actual patent infringements and further agrees to hold the State of New Hampshire harmless from any liability arising under RSA 382- A:2-312(3). (Uniform Commercial Code).

PATENT PROTECTION. Each of Party may, in its own name and at its own expense and in its sole discretion, obtain, maintain and/or extend any patents or other proprietary rights in connection with such Party’s respective Improvements and shall do so jointly (or in such other manner as they may agree) with respect to Joint Improvements.

PATENT PROTECTION. By accepting this order, Seller agrees to indemnify and hold harmless and protect Buyers, its successors, assigns customers and the users of its products from and against all loss, liability, claims, demands, and suits, judgments or awards, al law or equity and all costs of such suits, including attorney’s fees, for actual or alleged infringement of any Letters Patent, Trade Marks, Trade Names, Service Marks, or corresponding rights granted by any government, domestic, or foreign, by reason of the use or possession of the articles sold to Buyer by Seller hereunder. In case the sale or use of the goods shall be found to constitute patent, copyright or trademark infringement and/or their use is enjoined, Buyer may, at its sole option, pursue any remedy or remedies at law or in equity, including, without limitation, requiring Seller wither to procure for Buyer the right to continue using such goods, to modify them so they become non-infringing or to remove them, to supply equivalent non-infringing goods, or and refund the total purchase price therefore.

PATENT PROTECTION. The Section applies in the case of any Joint Research Results, as well as when Sponsor elects to both support the filing of patent applications and to negotiate an exclusive or nonexclusive commercial use license in disclosed UMD Research Results, as per Section VI.B.1 above. Within sixty (60) days of either receipt of Sponsor’s election under VI.B above, or receipt by one Party of written notice from the other of the existence of Joint Research Results, the Parties shall agree on the scope of patent applications arising thereunder, where to file such applications, and which Party will serve as the lead for all matters related to the preparation, filing, defense, and maintenance of the corresponding patent application and resulting patents (“Patent Process”). The lead Party will be responsible for selecting patent counsel, subject to the other Party’s consent; preparing and submitting all filings, subject to a duty of meaningful prior consultation with the other Party; providing written notice to the other Party of Patent Process actions; and providing copies of all documents submitted and/or received in connection with the Patent Process within thirty (30) days of the date of such actions and/or receipt or submission of documents. The lead Party will not modify the scope of any patent application or change patent counsel without the prior written approval of the other Party. The other Party agrees to cooperate with and assist the lead Party throughout the Patent Process. In the event that the lead Party is the UMD and the Sponsor fails to execute required papers at the UMD’s request, Sponsor hereby irrevocably appoints any duly authorized official of UMD as Sponsor’s attorney-in-fact to sign any and all such papers. Sponsor shall be responsible for all costs related to the Patent Process unless otherwise agreed to by the Parties in writing.

PATENT PROTECTION. A. Patent Protection 1) MDC hereby declares that any MDC Parts furnished under this Agreement do not infringe or misappropriate any U.S. or foreign patent, trademark or copyright owned by any third party. If, however, any such MDC Part does infringe any patent, trademark or copyright owned by a third party, and as a result of such infringement or misappropriation Federal Express or any lessor or lessee of any Aircraft is restrained from use of such item, MDC will, at MDC's option and expense, either: a) procure for Federal Express the right to use the item free of any liability for such infringement or misappropriation; or b) modify or replace the item with a non-infringing substitute which otherwise complies with all requirements of this Agreement. 2) MDC shall have no obligations or liability under Paragraph A.1) above or Paragraph A.4) below with respect to any claim that an MDC Part furnished under this Agreement infringes or misappropriates a U.S. or foreign patent, trademark or copyright owned by a third party, unless: a) Federal Express refrains from making any admission of liability, except as required by any applicable law or regulation, without the prior written approval of MDC; b) Federal Express uses all commercially reasonable efforts to notify MDC in writing of any claim within thirty (30) days after Federal Express has been restrained from the use of such item or ten (10) days after service of any suit or action, or within such shorter period as is reasonably required to enable MDC to defend the claim on time; c) MDC shall, at MDC's expense, have sole control of the defense against and settlement of any such claim to the extent that it relates to any item furnished by MDC under this Agreement provided that MDC shall have first acknowledged its obligations to defend and indemnify Federal Express hereunder; and d) Federal Express gives MDC all commercially reasonable assistance, at MDC's expense, in the defense of any such claim. 3) MDC shall have no obligation or liability with respect to any claim under Paragraph 30.A.1 above that an MDC Part furnished under this Agreement infringes or misappropriates a U.S. or foreign patent, trademark or copyright owned by a third party, when such item is manufactured pursuant to detailed Specifications or engineering drawings or designs furnished to MDC by Federal Express. 4) EXCEPT AS PROVIDED ABOVE, AND IN ADDITION TO THE LIABILITY OF MDC UNDER PARAGRAPH 30.A.1) ABOVE, MDC HEREBY AGREES TO INDEMNIFY, DE...

PATENT PROTECTION. (a) Seller will defend Buyer at its own expense, as set forth herein, against any claim that the design or manufacture of any standard Product furnished hereunder constitutes an infringement of any United States patents or other industrial property rights. Buyer shall notify Seller promptly in writing of any such claim of infringement and shall give Seller full authority, information and assistance in settling or defending such claim. Seller shall have no liability whatsoever with respect to any claims settled by Buyer without Seller’s prior written consent. Seller shall not have any liability to the Buyer under any provision of this clause if any patent infringement or claim thereof, is based upon the use of the goods as modified by any person other than the Seller or in combination with equipment or devices act made by Seller, or in a manner for which the goods were not designed. (b) In case the Products furnished by Seller with respect to any such claim are held in and of themselves to constitute infringement and their use is enjoined, Seller, within a reasonable time, shall, at its option, either (i) secure for Buyer the right to continue using the Products by suspension of the injunction, by procuring for the Buyer a license or by some other means, or (ii) at Seller’s own expense, replace the Products with non-infringing goods, or (iii) remove the enjoined Products and refund the sums paid therefor. The foregoing states the entire liability of Seller with respect to infringement of intellectual property rights by the goods or any part thereof or by their operation. These provisions, however, shall not apply to any equipment, device or parts specified by Buyer but not manufactured by Seller. THE FOREGOING STATES SELLER’S ENTIRE LIABILITY AND OBLIGATION (EXPRESS, STATUTORY, IMPLIED OR OTHERWISE) WITH RESPECT TO INTELLECTUAL PROPERTY INFRINGEMENT OR CLAIMS THEREFOR.

PATENT PROTECTION. [To adapt to Section 7.4: If an owner of Sole Foreground IP or the owners of Joint Foreground IP decide not to pursue or maintain a patent application based on the Results, the Executive Board may decide to protect or commercialize the Results in the name of all Parties.] If the Executive Board decides not to pursue or maintain a patent application based on a Project Invention, any Party or group of Parties may negotiate with the Parties owning the Project Invention terms and conditions for transferring the rights to protect or commercialize the respective Project Invention.

PATENT PROTECTION. Subject to all limitations of liability provided herein, SELLER will, with respect to any Products of SELLER’s design or manufacture, indemnify BUYER from any and all damages and costs as finally determined by a court of competent jurisdiction in any suit for infringement of any U.S. or Canadian patent (or European patent for Products that SELLER sells to BUYER for end use in a member state of the E.U.) that has issued as of the delivery date, solely by reason of the sale or normal use of any Products sold to BUYER hereunder and from reasonable expenses incurred by BUYER in defense of such suit if SELLER does not undertake the defense thereof, provided that BUYER promptly notifies SELLER of such suit and offers SELLER either (i) full and exclusive control of the defense of such suit when Products of SELLER only are involved, or (ii) the right to participate in the defense of such suit when products other than those of SELLER are also involved. SELLER’s warranty as to use patents only applies to infringement arising solely out of the inherent operation of the Products according to their applications as envisioned by SELLER’s specifications. In case the Products are in such suit held to constitute infringement and the use of the Products is enjoined, SELLER will, at its own expense and at its option, either procure for BUYER the right to continue using such Products or replace them with non-infringing products, or modify them so they become non-infringing, or remove the Products and refund the purchase price (prorated for depreciation) and the transportation costs thereof. The foregoing states the entire liability of SELLER for patent