Infringement Clause Samples

Infringement. (a) Each party shall promptly report in writing to the other party during the term of this Agreement any known infringement or suspected infringement of any Product, Cepheid Intellectual Property or Cepheid Products by a third party of which it becomes aware, and shall provide the other party with all available evidence supporting said infringement or suspected infringement. (b) Except as provided in paragraph (d), the Corporation shall have the right to initiate an infringement or other appropriate suit against any third party who at any time has infringed, or is suspected of infringing, any Product, Cepheid Intellectual Property or Cepheid Products. The Corporation shall give Cepheid sufficient advance notice of its intent to file said suit and the reasons therefor, and shall provide Cepheid with an opportunity to make suggestions and comments regarding such suit. The Corporation shall keep Cepheid properly informed, and shall from time to time consult with Cepheid, regarding the status of any such suit. (c) The Corporation shall have the sole and exclusive right to select counsel for any suit referred to in paragraph (b) and shall pay all expenses of the suit, including without limitation attorney's fees and court costs. If necessary, Cepheid shall join as a party to the suit but shall be under no obligation to participate except to the extent that such participation is required as the result of being a named party to the suit. Cepheid shall offer reasonable assistance to the Corporation in connection therewith at no charge to the Corporation except for reimbursement of reasonable out-of-pocket expenses (not including salaries of Cepheid personnel) incurred in rendering such assistance. Cepheid shall have the right to participate and be represented in any such suit by its own counsel at its own expense. The Corporation shall not settle any such suit involving rights of IDI without obtaining the prior written consent of Cepheid, which consent shall not be unreasonably. (d) In the event that the Corporation elects not to initiate an infringement or other appropriate suit pursuant to paragraph (b), the Corporation shall promptly advise Cepheid of its intent not to initiate such suit, and Cepheid shall have the right, at the expense of Cepheid, of initiating an infringement or other appropriate suit against any third party who at any time has infringed, or is suspected of infringing, any Product, Cepheid Intellectual Property or Cepheid Products. In exercis...

Infringement. As of the date hereof, LICENSOR is not aware of any claim for patent infringement or the misappropriation of trade secrets, being asserted against it by any third party; or of any infringement of the patents listed on Schedule A hereto by any entity.

Infringement. 15.3.1 The Supplier represents and warrants that the Goods and/or Services, and any material, design or any other works or information provided by or on behalf of Supplier in the frameof this Contract, including theusethereof, donotinfringeany intellectual property right of a third party, and Supplier will defend, indemnify and hold harmless Purchaser, its Affiliates and Customersfrom andagainstall claims andliabilities basedon alleged or actual infringement thereof.

Infringement. Except as disclosed on Schedule 5.11, the Borrower has no knowledge of, and has not received any written claim or notice alleging, any Infringement of another Person’s Intellectual Property Rights (including any written claim that the Borrower must license or refrain from using the Intellectual Property Rights of any third party) nor, to the Borrower’s knowledge, is there any threatened claim or any reasonable basis for any such claim.

Infringement. A. Licensee and CMCC shall each inform the other promptly in writing with reasonably sufficient facts of any alleged infringement by a third-party of the Patent Rights in the Field of Use within the scope of this Agreement and of any available evidence thereof. B. Licensee will have the first right, but not the obligation, at its own costs and expense, to defend the Patent Rights throughout the Territory with respect to the Field of Use (subject to consultation with CMCC on strategy, filings and selection and use of outside counsel), provided that Licensee will not settle or compromise any claim, without the prior approval of CMCC, which may not be withheld, conditioned or delayed, unreasonably and will not make any admission as to CMCC without the prior approval of CMCC. C. During the Term, Licensee shall have the first right, but not the obligation, to prosecute at its own expense any infringement of the Patent Rights provided however that if such alleged infringer is an academic institution, a non-profit entity or a foundation (each a “NP Party”), then to the extent Licensee’s rights to prosecute such action are not limited or compromised by such delay because of a tolling or statute of limitations with respect to bringing a cause of action, CMCC shall have two (2) months from receipt from Licensee of sufficient facts of alleged infringement so that CMCC may investigate and persuade such NP Party to desist. Licensee shall not take any action against such NP Party during such two month period. If CMCC is unsuccessful within such two months or waives its initial right with respect to a NP Party, then Licensee shall have the right to proceed as set forth herein. CMCC may join Licensee as a party plaintiff in any such suit described herein, at its own expense, and hereby consents to join Licensee as a party plaintiff, at Licensee’s expense, if CMCC is required as a necessary party for such suit. Any recovery of damages by Licensee for each such suit shall be applied first in satisfaction of any unreimbursed expenses and legal fees of CMCC and Licensee relating to such suit and next toward reimbursement of CMCC for any payments under Article IV past due or withheld and applied pursuant to this Article VIII. Any balance remaining will then be divided [***] to Licensee and [***] to CMCC. Notwithstanding the foregoing, such right to bring such an infringement action permitted under this Paragraph C shall remain in effect only for so long as the license granted ...

Infringement. The Company warrants that no third party has any claim to any trademark, patent, or proprietary interest in any product or service the Company provides to the School District. The Company will defend, hold harmless, and indemnify the School District from any claims brought by a third party against the School District to the extent based on an allegation that any Company product or service infringes any U.S. patent, copyright, trademark, trade secret or other proprietary right of a third party. If the School District’s use of the Company’s products is restricted as the result of a claim of infringement, the Company shall do one of the following: (i) substitute another equally suitable product or service; (ii) modify the allegedly infringing Company product or service to avoid the infringement; (iii) procure for the School District the right to continue to use the Company product or service free of the restrictions caused by the infringement; or (iv) take back such Company product or service and refund to the School District the fees previously paid for the Company’s product or service depreciated on a straight line basis over 12 months and terminate the School District’s license to use the Company’s product.

Infringement. Controlled Affiliate shall promptly notify Plan and Plan shall promptly notify BCBSA of any suspected acts of infringement, unfair competition or passing off that may occur in relation to the Licensed Marks and Name. Controlled Affiliate shall not be entitled to require Plan or BCBSA to take any actions or institute any proceedings to prevent infringement, unfair competition or passing off by third parties. Controlled Affiliate agrees to render to Plan and BCBSA, without charge, all reasonable assistance in connection with any matter pertaining to the protection of the Licensed Marks and Name by BCBSA.

Infringement. If Contractor, in performing this Contract employs, constructs or provides any design, process, material, tool or equipment covered by a patent, copyright, trademark or other proprietary right, Contractor shall, if it does not itself own such right, at its own expense secure permission prior to its use hereunder by securing a suitable agreement from the owner of such right. Contractor shall indemnify and hold Con Edison and its affiliates (including, but not limited to, O&R) and their respective trustees, directors, officers, employees, agents, representatives, successors and assigns harmless from and against any claim, suit or proceeding for infringement of any patent, copyright, trademark or other proprietary right brought against Con Edison, and any loss, liability, damage or expense or relating thereto, resulting from the use or manufacture of any designs, processes, materials, tools or equipment provided to Con Edison or O&R or employed in the performance of the Work. Contractor shall provide for the defense of any such claim, suit or proceeding, and shall pay all costs and expenses in connection therewith, including compensation of experts and counsel, and all damages and costs awarded against an indemnified party. Con ▇▇▇▇▇▇ shall notify Contractor of any such claim, suit or proceeding in writing and give Contractor authority, information and assistance (at Contractor's expense) for the defense thereof. In the event that the use of anything furnished or constructed hereunder is enjoined, Contractor shall promptly, at its own expense and at its option, either (a) procure for Con Edison (or O&R with respect to Work performed for O&R) the right to continue using it or (b) with the approval of Con Edison, (i) replace it with a noninfringing equivalent or (ii) modify it so it becomes noninfringing.

Infringement. 13.1 Each party shall promptly give notice in writing to the other in the event that it becomes aware of: a) any infringement or suspected infringement of any Intellectual Property Rights in or relating to the Software and b) any claim that the Software or the use, licence or disposal thereof infringes the right of any third party. 13.2 In the case of any matter falling within Clause 13.1a above: a) the Authority may in its sole and absolute discretion determine what action (if any) shall be taken in respect of such matter and shall conduct any such action as it shall deem necessary; b) the Authority shall pay all costs in connection with such action and shall be entitled to all damages and other sums which may be paid or awarded as a result thereof; and c) in the event that the Authority fails to take any decision pursuant to Clause 13.2a above within a reasonable period after written notice from the Licensee requesting it to do so, the Licensee shall have the right and is hereby authorised by the Authority to take such steps at the Licensee’s expense as may be deemed necessary or appropriate by the Licensee to eliminate or prevent such infringement and shall be entitled and subject to all damages and other sums which may be recovered or awarded against it as a result thereof. 13.3 In the case of any matter falling within Clause 13.1b above: a) the Authority and the Licensee shall consult to decide what steps (if any) shall be taken either to contest any claim by a third party or to prevent or eliminate any claimed infringement and the proportions in which they shall share the cost of taking such steps and any damages and other sums which may be awarded in their favour or against them; and b) failing agreement between the parties, either party shall be entitled to take such action as it shall consider necessary at its own expense to defend such claim and shall be entitled to or subject to all damages and other sums which may be recovered or awarded against it as a result thereof. 13.4 Each party shall provide all reasonable assistance to the other including but not limited to the use of its name in or being joined as a party to proceedings at the request and expense of the other and subject to being given such indemnity as it may reasonably require against any damage to its name in connection with any action to be taken by the other party pursuant to the foregoing provisions of this Clause.