Customer Intellectual Property Indemnification Sample Clauses

Customer Intellectual Property Indemnification. (a) Customer shall indemnify, defend, and hold harmless Contractor from any and all Losses arising from, in connection with, or based on any allegations made by third parties that the Work or any Deliverable Item or any part thereof infringes any third-party Intellectual Property Right to the extent such infringement is based on (i) any Intellectual Property provided by Customer (or by others, other than Contractor or its Subcontractors, acting on behalf of Customer); or (ii) any modification by Customer (or any entity, other than Contractor or its Subcontractors, acting on behalf of Customer) of the Work or any part thereof; or (iii) any written requests, specifications or instructions provided by Customer to the extent the infringement arises from compliance with such written requests, instructions or specifications.
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Customer Intellectual Property Indemnification. Customer shall defend, at its expense, any action brought against Vendor based on a claim that any Customer-sourced (third-party) or Customer- developed services, software, Customer Data or other materials infringe any third-party intellectual property rights. Customer shall indemnify Vendor for any damages finally awarded against Vendor which are attributable to such claim, provided a) Vendor promptly notifies Customer of any suit or claim, b) Vendor permits Customer to defend, compromise, or settle the claim, and c) Vendor gives Customer the requested information and fully cooperates in defending, compromising or settling the claim.
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Customer Intellectual Property Indemnification. Customer will defend, indemnify and hold harmless Google and its affiliates and their respective directors, officers, vendors, employees and agents from and against any action, claim, demand or liability, including attorney's fees and enhanced damages, from a third party lawsuit or proceeding brought against Google based upon a claim that the Content, Site, or Customer Brand Features infringe any copyright, trade secret or trademark of the third party. Customer's indemnification will include (1) all damages and costs finally awarded, or (ii) settlement costs approved by Customer. The foregoing obligations shall exist only if Google (1) promptly notifies Customer of any such claim of infringement, (2) provides Customer, at Customer's expense, with reasonable information, assistance and cooperation in defending the lawsuit or proceeding, and (3) gives Customer full control and sole authority over the defense and settlement of such claim. Google may join in defense with counsel of its choice at its own expense. Customer shall not reimburse Google for any expenses incurred by Google without the prior written approval of Customer.
Sample 1
Customer Intellectual Property Indemnification. Customer shall defend, at its expense, any action brought against Vendor based on a claim that any software or information provided by Customer or stored by Customer in the Environment infringes any intellectual property rights or is otherwise unlawful, provided that Vendor notifies Customer promptly in writing of the claim. Customer shall indemnify Vendor for any damages finally awarded against Vendor which are attributable to such claim, provided a) Vendor promptly notifies Customer of any suit or claim, b) Vendor permits Customer to defend, compromise, or settle the claim, and c) Vendor gives Customer the requested information and fully cooperates in defending, compromising or settling the claim.
Sample 1

Related to Customer Intellectual Property Indemnification

  • Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.

  • Intellectual Property Indemnity To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and agents harmless from against any and all Claims resulting from allegations of infringement of any patents, copyrights, trade secret, or similar intellectual property rights covering the Goods or Services provided, or the use of the Goods or Services under this Master Contract. If Purchaser’s use of Goods or Services provided by Contractor is enjoined based on an intellectual property infringement Claim, Contractor shall, at its own expense, either procure for Purchaser the right to continue using the Goods or Services or, after consulting with Purchaser and obtaining Purchaser’s consent, replace or modify the Goods or Services with substantially similar and functionally equivalent non-infringing Goods or Services.

  • 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 Claims Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Except as described on Schedule 5.9,(i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

  • Third Party Indemnification The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the “Third-Party Indemnitors”). The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by the Third-Party Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing. The Third-Party Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors to or on behalf of the Indemnitee.

  • Intellectual Property Matters A. Definitions

  • Third Party Intellectual Property Rights You acknowledge that, in respect of any Third Party Intellectual Property Rights in the Services, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You. We shall provide the Third Party Applications or Third Party Services under the standard licence terms provided by the relevant third parties (the Third Party End User Licence(s), copies of which shall be provided to You), and You agree to be bound to the relevant third parties by such licence terms. You shall comply with the Third-Party End User Licences and shall indemnify and hold Us harmless against any loss of damage which We may suffer or incur as a result of Your breach of such terms howsoever arising.

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