Intellectual Property Infringement. The Supplier warrants that the use or supply by UNDP of the goods sold under this Purchase Order does not infringe any patent, design, trade-name or trade-mark. In addition, the Supplier shall, pursuant to this warranty, indemnify, defend and hold UNDP and the United Nations harmless from any actions or claims brought against UNDP or the United Nations pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection with the goods sold under this Purchase Order.
Intellectual Property Infringement. If a Third Party asserts a claim against you that the Services infringe such Third Party’s patent or copyright, we will defend you against or, at our option, settle such claim and pay amounts (including costs) finally awarded by a court of competent jurisdiction against you or included in a settlement approved by us.
Intellectual Property Infringement. We will defend you, and your officers, directors, employees, and agents from and against any and all third party claims, lawsuits, and proceedings alleging that your use of the Product, in accordance with the terms and conditions of this XXXX, constitutes a direct infringement or misappropriation of such third party’s patent, copyright or trade secret rights (the “IP Claim”), and we will indemnify you for damages finally awarded against you by a court of competent jurisdiction with respect to the IP Claim.
Intellectual Property Infringement. If a third party makes a claim against Customer that the Licensed Software or Documentation directly infringe any patent issued as of the two years following the Effective Date or any copyright, trade secret or trademark ("IP Claim"); Siebel will defend Customer or Distributor against the IP Claim and pay all costs, damages and expenses (including reasonable legal fees) awarded against Customer or Distributor by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Siebel arising out of such IP Claim; provided that: (i) Customer or Distributor promptly notifies Siebel in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claim, (ii) Siebel may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Customer or Distributor provides Siebel, at Siebel's request and expense, with the assistance, information and authority necessary to perform Siebel's obligations under this Section. Notwithstanding the foregoing, Siebel shall have no liability for any claim of infringement based on (a) the use of a superseded or altered release of Licensed Software if the infringement would have been avoided by the use of a current unaltered release of the Licensed Software, which Siebel provided to Distributor, (b) the modification of the Licensed Software, or (c) the use of the Licensed Software other than in accordance with the Documentation. If, due to an IP Claim, (i) the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel to infringe, or (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using the Licensed Software, Siebel shall in its reasonable judgment, and at its expense, (a) replace or modify the Licensed Software to be non-infringing; (b) obtain for Distributor and/or its Customers a license to continue using the Licensed Software, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license for the infringing Licensed Software and refund the license fees paid to Siebel for such Licensed Software upon its return by Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any claim of infringement.
Intellectual Property Infringement. Xxxxx has no authorization to make any representation, statement or warranty on behalf of Seller relating to any Goods sold hereunder. Buyer shall indemnify and defend, at its own expense, Seller against claims or liability for U.S. or applicable foreign patent, copyright, trademark or other intellectual property infringement and for product liability arising from the preparation or manufacture of the Goods according to Xxxxx's specifications or instructions, or from Buyer's unauthorized or improper use of the Goods or part thereof, or from any changes or alterations to the Goods or part thereof made by persons other than Seller, or from the use of the Goods in combination with products not furnished by Seller.
Intellectual Property Infringement. To the knowledge of the Company and the Operating Partnership and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has infringed or is infringing the intellectual property of a third party, and neither the Company nor any of its Subsidiaries has received notice of a claim by a third party to the contrary, except for any such notice that would not reasonably be expected to have a Material Adverse Effect.
Intellectual Property Infringement. 12.1. Licensor will defend and indemnify the Licensee against a claim that the Software furnished and used within the scope of this Agreement infringes a patent, copyright or trade secret right enforceable in Canada, provided that:
Intellectual Property Infringement. 9.1 Vendor warrants that the sale and use of Goods or Services provided shall not give rise to any claim of infringement of any third-party patent, copyright, trademark, or trade secret rights.
Intellectual Property Infringement. Ruckus agrees to defend Licensee and pay any damages finally awarded or, at its option settle and pay any settlement agreed to by Ruckus, with respect to any claim made or brought against Licensee by an entity unaffiliated with Licensee alleging that Licensee’s use of the unaltered Software infringes or misappropriates any patent, copyright or trademark of such entity, provided that Licensee (a) provides prompt written notice of such claim to Ruckus, (b) grants Ruckus the sole right to control and defend such claim, and (c) provides Ruckus, at Ruckus’s expense, with all information and assistance reasonably requested by Ruckus in the defense of such claim. In the event of such a claim or threatened claim, Ruckus may, at its option, (i) provide Licensee with revised Software that is substantially equivalent to the accused Software in functionality in material respects but is noninfringing, (ii) obtain the right for Licensee to continue using the Software, or (iii) terminate this agreement upon 30 days’ notice and refund any license fees previously paid for the Software that is the subject of a claim on a pro-rata basis over a five (5) year period. Notwithstanding the foregoing, Ruckus shall have no obligation or liability with respect to (a) use of other than the current version of the Software, if the infringement would be avoided by use of the current version, (b) use of the Software in combination with any materials not provided by Ruckus, if the infringement would be avoided by use of the Software without such combination, (c) any alleged patent infringement related to the implementation of a standard; (d) any modification of the Software by any party other than Ruckus, (e) any open source code contained within the Software, (f) damages based on the value of product, services or business methods not provided by or performed by Ruckus, (g) any use of the Software outside the scope of the license or (h) any use of the Software after Ruckus has terminated the license as set forth above. THIS PARAGRAPH REPRESENTS THE SOLE AND EXCLUSIVE LIABILITY OF RUCKUS AND THE EXCLUSIVE REMEDY OF LICENSEE FOR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS.
Intellectual Property Infringement. Highsoft will defend, indemnify and hold Licensee harmless against any claim stating that Licensed Software is violating any Third-Party copyright provided that:
