SCOPE OF INDEMNIFICATION FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT Sample Clauses

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SCOPE OF INDEMNIFICATION FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. In the event of a claim against the parties for Intellectual Property Rights Infringement associated with a claim for benefits, Contractor agrees to defend, indemnify and hold harmless the Department and its governing boards (“Indemnified Parties”) from and against any and all claims, actions, loss, damage, expenses, costs (including
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SCOPE OF INDEMNIFICATION FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. In the event of a claim against the parties for Intellectual Property Rights Infringement associated with a claim for benefits, Contractor agrees to defend, indemnify and hold harmless the Department and its governing boards (“Indemnified Parties”) from and against any and all claims, actions, loss, damage, expenses, costs (including reasonable fees for Department’s staff attorneys and/or attorneys from the Wisconsin Attorney General’s Office) reasonable attorneys’ fees otherwise incurred by the Department, its governing boards, and/or the Wisconsin Attorney General’s Office, court costs, and related reasonable legal expenses whether incurred in defending against such claims or enforcing this Section.
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SCOPE OF INDEMNIFICATION FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. VENDOR agrees to defend, indemnify and hold harmless ICERS from and against any claim, suit, demand, or action, whether actual or threatened, alleging that the design of the System configuration as a whole or the Licensed Programs or any component thereof infringes a U.S. patent, copyright, trade secret, or any other proprietary right of any third party ("Infringement"), and VENDOR shall indemnify ICERS against all costs, expenses, and damages arising from any such claim, suit, demand, or action; provided, however, that: (a) ICERS shall have given VENDOR prompt written notice of such claim, suit, demand, or action; (b) ICERS shall reasonably cooperate with VENDOR in the defense and settlement thereof; and (c) VENDOR shall have control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof (provided that VENDOR shall not agree to any settlement that requires ICERS to admit fault or suffer any liability without ICERS's written consent). VENDOR shall reimburse ICERS for its reasonable costs and expenses, including, without limitation, attorneys' fees for such cooperation.
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Related to SCOPE OF INDEMNIFICATION FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

  • 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.

  • 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 Infringement 8.1 IAR Systems will in the way set out in section 8.2, and subject to all limitations therein, act on any action brought against the Licensee to the extent it is based on a claim that the Software as it exists on the date of the Invoice infringes any patent or copyright duly issued under the laws of the country under which IAR Systems or the Licensee is organized. 8.2 IAR Systems shall, in the way set out below, as sole remedy, act on a third-party claim that the Software infringes the intellectual property rights of such party, provided that IAR Systems is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. IAR Systems may at its option obtain the right for the Licensee to continue using the infringing Licensed Product, replace or modify the infringing Licensed Product until it becomes non-infringing, or if such replacement or modification is not reasonably available, terminate this license with respect to the infringing Licensed Product and provide for a reasonable refund of fees paid by the Licensee to IAR Systems for the Licensed Product so affected. 8.3 IAR Systems shall not have any liability if the alleged infringement arises out of unauthorized use of the Software, postdelivery, non-IAR Systems modifications, or the combination with other products or devices not furnished by IAR Systems. THE OBLIGATIONS STATED IN THIS SECTION ARE IAR SYSTEMS’ SOLE LIABILITIES AND THE LICENSEE’S SOLE REMEDIES FOR INFRINGEMENT OF PATENTS AND COPYRIGHTS. FOR THE AVOIDANCE OF DOUBT: THE LIABILITY OF IAR SYSTEMS UNDER THIS SECTION 8, IN THE CASE OF A PERPETUAL LICENSING MODEL, MAY NEVER EXCEED THE LICENSE FEE PAID BY THE LICENSEE, AND, IN THE CASE OF A SUBSCRIPTION LICENSING MODEL, MAY NEVER EXCEED AN AMOUNT EQUAL TO THE AGGREGATE ANNUAL LICENSE FEE PAID BY THE LICENSEE FOR THE PAST ONE- YEAR PERIOD.

  • Intellectual Property Indemnification by Vendor Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.

  • Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services.