PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of the purchase order which is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or b) any copyrighted matter in any report document or other material provided to the commonwealth under the purchase order. The Contractor shall defend any suit or proceeding brought against the Commonwealth on account of any alleged patent, copyright or trademark infringement in the United States of any of the products provided or used in the performance of the Contract. This is upon condition that the Commonwealth shall provide prompt notification in writing of such suit or proceeding; full right, authorization and opportunity to conduct the defense thereof; and full information and all reasonable cooperation for the defense of same. As principles of governmental or public law are involved, the Commonwealth may participate in or choose to conduct, in its sole discretion, the defense of any such action. If information and assistance are furnished by the Commonwealth at the Contractor’s written request, it shall be at the Contractor’s expense, but the responsibility for such expense shall be only that within the Contractor’s written authorization. The Contractor shall indemnify and hold the Commonwealth harmless from all damages, costs, and expenses, including attorney’s fees that the Contractor or the Commonwealth may pay or incur by reason of any infringement or violation of the rights occurring to any holder of copyright, trademark, or patent interests and rights in any products provided or used in the performance of the purchase order. If any of the products provided by the Contractor in such suit or proceeding are held to constitute infringement and the use is enjoined, the Contractor shall, at its own expense and at its option, either procure the right to continue use of such infringement products, replace them with non-infringement equal performance products or modify them so that they are no longer infringing. If the Contractor is unable to do any of the preceding, the Contractor agrees to remove all the equipment or software which are obtained contemporaneously with the infringing product, or, at the option of the Commonwealth, only those items of equipment or software which are held to be infringing, a...
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. The Contractor warrants that it is the sole owner or author of, or has entered into a suitable legal agreement concerning either: a) the design of any product or process provided or used in the performance of this Contract that is covered by a patent, copyright, or trademark registration or other right duly authorized by state or federal law or
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. A. Seller shall defend, at its expense, any claim against Buyer alleging that Products furnished under this Agreement (other than claims related to the Buyer's logo and/or trademark) infringe any patent, copyright or trademark and shall pay all costs and damages awarded, provided Seller is notified in writing of such claim and permitted to defend and compromise such claim. If a final injunction against Buyer's use of the Products results from such a claim (or, if Buyer reasonably believes such a claim is likely) Seller shall, at its expense, and at Buyer's request, either use commercially reasonable efforts to obtain for Buyer the right to continue using the Product or replace or modify the Product so that it becomes noninfringing. In the event that Seller cannot obtain such right for Buyer, Seller shall repurchase all finished Products which Buyer has unsold in its warehouse at that time. The foregoing states the sole and exclusive liability of Seller for infringement of proprietary rights.
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. Seller shall indemnify and hold harmless Buyer from any and all damages, costs, including legal fees, losses, and liabilities resulting from a suit or proceeding from infringement of any patent, trademark or copyright by reason of the sale or use of any product sold to Buyer hereunder, and from reasonable expenses incurred by Buyer in defense of such suit or proceeding. In the event of an injunction or restraining order, Seller shall, at its own expense, either procure for Buyer the right to continue to sell and use the product, or replace or modify the product so that it becomes non-infringing. Seller shall also indemnify Buyer’s customers and agents for such infringement if and to the extent that Xxxxx has agreed so to indemnify them, but to no greater extent than Seller has indemnified Buyer herein and under the same conditions as set forth herein.
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. A. Buyer shall, at its own expense, indemnify and hold Seller harmless from and against any claim, expense, damage or loss resulting from, and shall defend at its own expense (including reasonable attorneys fees and expenses) any claim or suit that may be made against Seller for any alleged infringement of any patent, trade xxxx, copyright, or other proprietary right related to the Products covered by this Agreement to the extent that the alleged infringement arises from Seller's compliance with Specifications and instructions issued by Buyer and/or an Issuing Party. Seller shall give Buyer prompt notice in writing of any such suit or claim and its documentation and permit Buyer, through counsel of Buyer's choice, to answer the charge of infringement and defend such suit and control the settlement thereof. Seller shall cooperate with Buyer at Buyer's expense, in the defense and/or settlement of such suit or claim. Buyer shall not be responsible or liable for any settlement made without its prior written consent. In addition, in the event that an infringement suit results in a judgment against Buyer's designs, Buyer's liability shall also be to purchase at Seller's cost all materials obsoleted by the judgment, including finished goods, work in progress, and Buyer unique materials that have been purchased within lead time by Seller to fulfill Buyer's Purchase Order(s), and to reimburse Seller for cancellation and/or return charges for obsoleted standard products that have been purchased within lead time by Seller to fulfill Buyer's Purchase Orders.
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. A. Indemnity by Seller. Seller will, at its expense, defend, indemnify ------------------- and hold Buyer, its Affiliates, officers and directors harmless from any costs, expenses (including reasonable attorney's fees), losses, damages, court judgments or awards or liabilities (collectively, "Damages") incurred as a result of any claim that any Service or Product provided by Seller to Buyer pursuant to this Agreement infringes or is alleged to infringe any patent, copyright, trade secret, trademark, mask work right or other proprietary right(s) of a third party, but solely to the extent such infringement or alleged infringement arises out of or relates to a Seller Responsibility; provided that Seller is promptly notified by Buyer, rendered reasonable assistance by Buyer (at Seller's expense) and permitted to control the defense or settlement of such claim. As used herein, "
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. In consideration of the purchase of the Goods described herein Seller agrees to hold harmless, indemnify, protect and defend Buyer and customers and the users of its products against all suits of law or in equity, and all claims, demands, damages and judgments arising out of or due to actual or alleged infringement of any patent, copyright or trademark, together with all expenses incurred by Buyer in connection therewith by reason of the sale or use of all the Goods purchased except those specifically designated by Buyer. 14)
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. A. Indemnity by Seller. Seller will, at its expense, defend, indemnify and hold Buyer, its Affiliates, officers and directors harmless from any costs, expenses (including reasonable attorney's fees), losses, damages, court judgments or awards or liabilities (collectively, "Damages") incurred as a result of any claim that any Service or Product provided by Seller to Buyer pursuant to this Agree-
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. 11.1 Defense by Adobe. Subject to the limitations set forth below, Adobe shall defend, indemnify and hold Vendor harmless with respect to all claims, liabilities, damages, costs and expenses, including reasonable attorney's fees, with respect to any claim that the Adobe Product Packages as designed by Adobe infringe upon any U.S. patent, U.S. trademark or U.S. copyright; provided, however, that Vendor (i) promptly notifies Adobe in writing of such claim, suit, or proceeding; (ii) gives Adobe the right to control and direct investigation, preparation, defense and settlement of such claim or suit; and (iii) gives Vendor's assistance and full cooperation for the defense of same. Notwithstanding the foregoing, Adobe shall have no right to settle such claim, unless as a result of such settlement Vendor is released from any liability with respect to such claim. Adobe shall pay any resulting costs, damages, and attorney fees finally awarded, but Adobe is not liable for costs or expenses Vendor incurs without Adobe's written authorization. If such claim has occurred or, in Adobe's opinion, is likely to occur, Adobe may, at is election and expense, either obtain for Vendor the right to continue, reproducing and/or assembling such allegedly infringing Adobe Product Package, replace or modify the Adobe Product Package so it is not infringing, or remove such Adobe Product Package from this Agreement.
PATENT, COPYRIGHT AND TRADEMARK INDEMNITY. 16.1 Solectron will, at its expense, defend, indemnify and hold harmless Tellium and its officers, employees and agents from and against any and all losses, costs, liabilities and expenses (including reasonable attorneys fees) arising out of any action brought against Tellium or any of its customers based on a claim that (i) Solectron's manufacturing process for the Products infringes the intellectual property rights of any third party, or (ii) Products manufactured by Solectron that fail to conform to Tellium's specifications, whether due to defects or engineering changes by Solectron, infringe the intellectual property rights of any third party, to the extent that such claim would have been obviated if such products were manufactured according to Tellium's specifications. Tellium will, at its expense, defend, indemnify and hold harmless Solectron and its officers, employees and agents from and against any and all losses, costs, liabilities and expenses (including reasonable attorneys fees) arising out of any action brought against Solectron based on a claim that the Products manufactured [LOGO]SOLECTRON in compliance with Tellium's specifications infringe the intellectual property rights of a third party. The indemnification obligations specified above arise only if the indemnified party: (i) gives the indemnifying party prompt notice of any such claims; (ii) permits the indemnifying party to direct the defense and the settlement of such claims.
