By Adobe Clause Samples
The "BY ADOBE" clause designates that certain rights, obligations, or actions within the agreement are specifically attributed to Adobe as a party. In practice, this means that any references to performance, warranties, or responsibilities under this clause are to be fulfilled by Adobe itself, rather than by any other party or affiliate. This ensures clarity regarding which party is accountable for specific provisions, thereby reducing ambiguity and potential disputes over responsibility.
By Adobe. Adobe agrees to indemnify and defend EFI from any costs, damages, and reasonable attorneys' fees resulting from any claims by third parties that the uses permitted hereunder of the Adobe Software infringe any U.S. patents, U.S. copyrights, or U.S. trademarks or any patents, copyrights or trademarks of Japan, Germany, France, Italy, The United Kingdom, Denmark, Ireland, Greece, Spain, Portugal, Sweden, Norway, Finland, Switzerland, Australia, Austria, Belgium, Canada, Luxembourg or The Netherlands (the "Foreign Jurisdictions"), provided that EFI gives Adobe prompt written notice of any such claim, tenders to Adobe the defense or settlement of such a claim at Adobe's expense, and cooperates with Adobe, at Adobe's expense, in defending or settling such claim. Adobe's aggregate cumulative liability for infringement of patents, copyrights or trademarks of each Foreign Jurisdiction shall not exceed the greater of (i) One Million Five Hundred Thousand Dollars ($1,500,000.00) less any amounts previously paid or then currently payable by Adobe to EFI under this clause (i) of this PARAGRAPH 13.1 for infringement of patents, copyrights, or trademarks of any of the Foreign Jurisdictions, or (ii) the aggregate amount of royalty payments actually received by Adobe from EFI for the Licensed Systems distributed in such Foreign Jurisdiction up to a maximum of Five Million Dollars ($5,000,000.00). [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. If Adobe receives notice of an alleged infringement or if EFI's use of the Adobe Software shall be prevented by permanent injunction, Adobe may, at its sole option and expense, procure for EFI the right to continued use of the Adobe Software as provided hereunder, modify the Adobe Software so that it is no longer infringing, or replace the Adobe Software with computer software of equal or superior functional capability. THE RIGHTS GRANTED TO EFI UNDER THIS PARAGRAPH SHALL BE EFI'S SOLE AND EXCLUSIVE REMEDY AND ADOBE'S SOLE OBLIGATION FOR ANY ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT. ADOBE WILL HAVE NO LIABILITY TO EFI IF ANY ALLEGED INFRINGEMENT OR CLAIM OF INFRINGEMENT IS BASED UPON (A) THE MODIFICATION OF THE ADOBE SOFTWARE BY EFI OR ANY THIRD PARTY, (B) USE OF THE ADOBE SOFTWARE IN CONNECTION OR I...
By Adobe. 19. 13.2 By EFI .......................................................... 20.
By Adobe. Adobe warrants that:
10.2.1 it is a corporation duly organized and validly existing under the laws of the state identified in the first introductory paragraph of this Agreement;
10.2.2 the execution, delivery and performance by Adobe of this Agreement are within the corporate powers of Adobe and have been duly authorized by all necessary corporate action on the part of Adobe.
By Adobe