RESTRICTIONS AND PATENT INDEMNITY Sample Clauses
The "Restrictions and Patent Indemnity" clause serves to limit how a product, service, or intellectual property may be used and to protect one party from legal liability if the use of that product or service infringes on someone else's patent rights. Typically, this clause outlines specific prohibited uses, such as reverse engineering or unauthorized distribution, and details the obligations of the provider to defend or compensate the user if a third party claims patent infringement. Its core function is to allocate risk and responsibility regarding patent issues, ensuring that both parties understand their rights and liabilities related to intellectual property use.
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RESTRICTIONS AND PATENT INDEMNITY. This sale does not include the transfer of designs, copyrights, patents, and other similar rights to Buyer. Subject to Buyer's or Chautauqua's duty to promptly advise Embraer of any alleged copyright or patent infringement, Embraer shall indemnify, defend, protect and hold Buyer and Chautauqua (including respective officers, controlling persons, employees and directors) harmless with respect to any claims, suits actions, judgments, liabilities, damages and costs, including reasonable attorney fees, made against it or them if the Aircraft or Spares with Embraer part numbers infringes copyright patents or the proprietary rights of others. In such event Embraer shall to the extent necessary and as promptly as possible at its sole option and expense either
(i) procure for Buyer or Chautauqua the right under patent to use the system, accessory or equipment or part;
(ii) replace such system accessory, equipment or part with such non-infringing item or part; or
(iii) modify such system, accessory, equipment or part to make it non-infringing.
RESTRICTIONS AND PATENT INDEMNITY. 15.1 Claims against Buyer. Subject to the limitations and conditions set forth herein, including, without limitation Article 15.2, Embraer shall indemnify Buyer with respect to all claims, lawsuits, and liabilities based upon or arising from any suit, action, proceeding, or allegation that:
(a) Any product or service purchased from or supplied by Embraer hereunder or any portion thereof (collectively, for the purposes of this Article 15, “Item”) and/or the use or operation thereof constitutes an alleged or actual infringement of any granted or registered United States or foreign patent (“Patent Claim”), provided that from the time of design of such Item and until such Patent Claim is resolved, each of the country in which the relevant patent is held and the flag country of the Aircraft is a party to (1) the Paris Convention for the Protection of Industrial Property as amended and (2) Article 27 of the Chicago Convention on International Civil Aviation of December 7, 1944, or
(b) Aircraft software and accompanying documentation and manuals (collectively, for purposes of this Article 15, “Software”), or any part of such Aircraft Software furnished by Embraer, constitutes an alleged or actual infringement of any United States or foreign copyright rights or misappropriates any third party trade secret right under U.S. law or other foreign law (“Copyright Claim”), provided that from the time of design of such Software and until such Copyright Claim is resolved, each of the country in which the infringement claim is made and the flag country of the Aircraft is a member of the Berne Convention for the Protection of Literary and Artistic Works as amended and both countries recognize Software as a “work” under the Berne Convention.
15.1.1 Embraer’s indemnification provided in this Article 15 shall not apply to Buyer furnished or installed equipment, Items or Software not installed, used or maintained in accordance with all instructions and procedures of Embraer (as may be modified by Embraer from time-to-time), any Buyer-furnished or requested designs or any Buyer modification of any Item or Software.
RESTRICTIONS AND PATENT INDEMNITY. This sale does not include the transfer of designs, copyrights, patents, and other similar rights to Buyer. Embraer warrants that the Aircraft and all systems, accessories, equipment, items and parts manufactured by or at the direction or utilizing designs of Embraer do not infringe any patent, copyright or other proprietary right of any person. Subject to Buyer's duty to promptly advise Embraer of any alleged infringement (it being understood that any failure to so notify Embraer shall only relieve Embraer of its obligations pursuant hereto to the extent of actual prejudice suffered by Embraer as a direct result of such failure), Embraer shall indemnify, defend, protect and hold Buyer harmless with respect to any claims, suits, actions, judgments, liabilities, damages and costs, including
(i) procure for Buyer the right to use the system, accessory or equipment or part; (ii) replace such system accessory, equipment or part with a non-infringing item or part; or (iii) modify such system, accessory, equipment or part to make it non-infringing. This indemnity shall not apply to Buyer-furnished equipment, nor to aircraft engines or APUs, nor to any system, accessory, equipment or part that was not manufactured to Embraer's detailed design, nor to any system, accessory, equipment or part manufactured to Embraer's detailed design without Embraer's consent.
RESTRICTIONS AND PATENT INDEMNITY. This sale does not include the transfer of designs, copyrights, patents, and other similar rights to Buyer. Subject to Buyer's duty to immediately advise Embraer of any alleged copyright or patent infringement, Embraer shall indemnify and hold Buyer harmless with respect to any claims made against Buyer if the Aircraft infringes copyright, patents or the proprietary rights of others.
RESTRICTIONS AND PATENT INDEMNITY a. The sale and purchase contemplated hereby does not include the transfer of designs, copyrights, patents, and other similar intellectual property rights to Buyer. Embraer shall indemnify, defend, and hold Buyer harmless from and against any and all Claims (as defined in Article 33 hereof) made against any Buyer Indemnitees that the Aircraft, or any part thereof, infringes any design, copyright, patent or similar right of others.
b. If any Claim is made or brought against any Buyer Indemnitees for infringement or if Buyer receives a written claim alleging infringement, Buyer shall promptly give notice thereof to Embraer.
RESTRICTIONS AND PATENT INDEMNITY. With respect to the Special Aircraft and subject to the provisions of Section 5.A, Article 17 * Confidential of the Purchase Agreement is hereby deleted and replaced with the following: This sale does not include the transfer of designs, copyrights, patents, and other similar rights to Buyer. Subject to Buyer’s or the Operator’s duty to promptly advise Embraer of any alleged copyright or patent infringement, Embraer shall indemnify, defend, protect and hold Buyer and the Operator (including respective officers, controlling persons, employees and directors) harmless with respect to any claims, suits actions, judgments, liabilities, damages and costs, including reasonable attorney fees, made against it or them if the Aircraft or Spares with Embraer part numbers infringes copyright patents or the proprietary rights of others. In such event Embraer shall to the extent necessary and as promptly as possible at its sole option and expense either
(i) procure for Buyer or the Operator the right under patent to use the system, accessory or equipment or part;
(ii) replace such system accessory, equipment or part with such non-infringing item or part; or
(iii) modify such system, accessory, equipment or part to make it non-infringing.
RESTRICTIONS AND PATENT INDEMNITY. This sale does not include the transfer of designs, copyrights, patents, and other similar rights to Buyer. Subject to Buyer's duty to promptly advise Embraer of any alleged copyright or patent infringement of which Buyer becomes aware, Embraer shall defend, indemnify and hold harmless Buyer and its affiliates, successors, directors, officers, employees and agents from an against all claims, suits, losses, liabilities and reasonable expenses (including without limitation reasonable attorneys' fees and legal expenses) arising out of any actual or alleged infringement of any patent, trademark, trade secret, copyright, or other intellectual property right through *. In addition, if any action use of any Aircraft, * enjoined by reason of infringement, Embraer shall, at its sole expense and Embraer's option, either (i) procure for Buyer the right to continue using the infringing items; (ii) modify the items * to render them non-infringing; (iii) replace the infringing items with non-infringing items *. * Indicates that material has been omitted and confidential treatment has been requested therefor. All such omitted material has been filed separately with the SEC pursuant to Rule 24b-2.
RESTRICTIONS AND PATENT INDEMNITY. This sale does not include the transfer of designs, copyrights, patents, and other similar rights to Buyer. Embraer warrants that the Aircraft and all systems, accessories, equipment, items and parts manufactured by or at the direction or utilizing designs of Embraer do not infringe any patent, copyright or other proprietary right of any person.
(i) procure for Buyer the right to use the system, accessory or equipment or part; (ii) replace such system accessory, equipment or part with a non-infringing item or part; or (iii) modify such system, accessory, equipment or part to make it non-infringing. This indemnity shall not apply to Buyer-furnished equipment, nor to aircraft engines or APUs, nor to any system, accessory, equipment or part that was not manufactured to Embraer's detailed design, nor to any system, accessory, equipment or part manufactured to Embraer's detailed design without Embraer's consent.
RESTRICTIONS AND PATENT INDEMNITY. 15.1 Claims against Buyer. Subject to the limitations and conditions set forth herein, including, without limitation Article 15.2, Embraer shall indemnify and hold harmless Buyer with respect to all third party claims, lawsuits, and liabilities based upon or arising from, or connected with, directly or indirectly, any suit, action, proceeding, or allegation that:
(a) Any product or service purchased from or supplied by Embraer hereunder or any portion thereof (collectively, for the purposes of this Article 15, “Item”) and/or the use or operation thereof constitutes an alleged or actual infringement of any granted or registered United States or foreign patent (“Patent Claim”), provided that from the time of design of such Item and until such Patent Claim is resolved, each of the country in which the relevant patent is held and the flag country of the Aircraft is a party to (1) the Paris Convention for the Protection of Industrial Property as amended and (2) Article 27 of the Chicago Convention on International Civil Aviation of December 7, 1944, or
(b) Aircraft software and accompanying documentation and manuals (collectively, for purposes of this Article 15, “Software”), or any part of such Aircraft Software furnished by Embraer, constitutes an alleged or actual infringement of any United States or foreign copyright rights or misappropriates any third party trade secret right under U.S. law or other foreign law (“Copyright Claim”), provided that from the time of design of such Software and until such Copyright Claim is resolved, each of the country in which the infringement claim is made and the flag country of the Aircraft is a member of the Berne Convention for the Protection of Literary and Artistic Works as amended and both countries recognize Software as a “work” under the Berne Convention.
15.1.1 Embraer’s indemnification provided in this Article 15 shall not apply to Buyer furnished or installed equipment, Items or Software not installed, used or maintained in accordance with all instructions and procedures of Embraer (as may be modified by Embraer from time-to-time), including any Buyer-furnished or Buyer modified Item or Software.
RESTRICTIONS AND PATENT INDEMNITY