From Company. (a) EMPLOYEE will not directly or indirectly solicit the customers or demonstrably prospective customers of the Company to purchase products or services which are competitive with those of the Company;
From Company. Company will defend and indemnify Customer and Customer’s Associates (as defined below) against any “Claim”, meaning any third-party claim, suit or proceeding arising out of, related to, or alleging direct infringement of any Intellectual Property Rights by the Software. Company will pay all damages finally awarded against Customer by a court of competent jurisdiction as a result of such Claim, subject to the other terms and conditions of this Agreement. Notwithstanding the foregoing, Company has no obligation to indemnify Customer to the extent any Claim arises out of: (a) Customer’s breach of this Agreement; (b) revisions to the Software made without Company’s written consent; (c) use of the Software in a manner that is not permitted under the Agreement or that is inconsistent with Company’s applicable user documentation; (d) Company’s modification of Software in compliance with specifications provided by Customer;(e) modifications to the Materials made by anyone other than Company; (f) use of the Software in combination with hardware, software, materials, processes or services not provided by Company, where the infringement would not occur but for such combination; (g) Customer’s continued use of the Software or other allegedly infringing activity after receiving notice of the alleged infringement; or (h) any version of the Software that is no longer supported by Company ((a) through (h), collectively, “Excluded Matters”). If an applicable Claim is made or appears likely to be made, Company may, at its option and expense, either: (i) replace or modify the affected Software to make it non-infringing, provided such modification or replacement will not materially degrade any functionality listed in the specifications; (ii) secure for Customer the right to continue using the Software; or (iii) refund the license fees paid for the Software for every month remaining in the Term, in which case Company may terminate any or all Customer licenses to the Software granted in this Agreement, and require return or destruction of copies thereof. The preceding sentence constitutes Customer’s sole and exclusive remedy, and Company’s entire liability, with respect to any Claims that the Software infringes any third party’s Intellectual Property Rights.
From Company. Frequency Response Mode (DROOP, isochronous) state (where alternate modes of operation are required).
From Company. In the event that the Facility is found by Company to be in non-compliance with Section 8.2 during energization testing, Company may disconnect the Facility or any subsequent Modification from the Company Transmission System until such non-compliance is corrected by Seller and Seller obtains written acknowledgement of compliance with Section 8.2 from Company.
From Company. Company will defend and indemnify Customer and Customer’s Associates (as defined below in Section 11.3) against any “Indemnified Claim,” meaning any third party claim, suit, or proceeding arising out of, related to, or alleging infringement of any patent, copyright, trade secret, or other intellectual property right by the System. Company’s obligations set forth in this Section 11.1 do not apply to the extent that an Indemnified Claim arises out of: (a) Customer’s breach of this Agreement; (b) revisions to the Licensed Software or other System components made without Company’s written consent; (c) Customer’s failure to incorporate Licensed Software updates or upgrades that would have avoided the alleged infringement, provided Company offered such updates or upgrades without charges not otherwise required pursuant to this Agreement; (d) any Deliverable, if a disclosure provided at or before delivery states that such Deliverable incorporates third party software or other assets; or (e) use of the System in combination with hardware or software not provided by Company.
