Infringement Clause Samples
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Infringement. 8.1 Penwest shall promptly inform Mylan of any suspected infringement of any of the Penwest Patents or the infringement or misappropriation of the TIMERx Production Technology by a third party, to the extent such infringement involves the manufacture, use or sale of the Designated Product in the Territory ("Covered Infringement"). Mylan shall promptly inform Penwest of any suspected infringement of any of the Penwest Patents or infringement or misappropriation of the TIMERx Production Technology, whether or not the same involves a Covered Infringement.
8.2 If the suspected infringement or misappropriation does not involve a Covered Infringement, Penwest may take, or refrain from taking, any action it chooses, with or without notice to Mylan, and Mylan shall have no right to take any action with respect to such suspected infringement or misappropriation, nor to any recoveries with respect thereto. If the suspected infringement or misappropriation involves a Covered Infringement, Penwest shall, within 30 days of the first notice referred to in Section , inform Mylan whether or not Penwest intends to institute suit against such third party with respect to a Covered Infringement. Mylan will not take any steps toward instituting suit against any third party involving a Covered Infringement until Penwest has informed Mylan of its intention pursuant to the previous sentence.
8.3 If Penwest notifies Mylan that it intends to institute suit against a third party with respect to a Covered Infringement, and Mylan does not agree to join in such suit as provided in Section , Penwest may bring such suit on its own and shall in such event bear all costs of, and shall exercise all control over, such suit. Penwest may, at its expense, bring such action in the name of Mylan and/or cause Mylan to be joined in the suit as a plaintiff. Recoveries, if any, whether by judgment, award, decree or settlement, shall belong solely to Penwest.
8.4 If Penwest notifies Mylan that it desires to institute suit against such third party with respect to a Covered Infringement, and Mylan notifies Penwest within 30 days after receipt of such notice that Mylan desires to institute suit jointly, the suit shall be brought jointly in the names of both parties and all costs thereof shall be borne equally. Recoveries, if any, whether by judgment, award, decree or settlement, shall, after the reimbursement of each of Penwest and Mylan for its share of the joint costs in such action, be shared between ...
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. 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) The Vendor agrees that it shall defend, indemnify and hold harmless, at its own expense, all suits and claims against the Owner for infringement or violation of any patent, trademark, copyright, trade secret or other intellectual property rights of any third party enforceable in the United States or in any other territory where Vendor has approved the deployment or use of Products under this Contract (collectively, "Intellectual Property Rights"), covering, or alleged to cover, the Products or any component thereof. The Vendor agrees that it shall pay all sums, including without limitation, reasonable attorneys' fees and other costs incurred at Vendor's written request or authorization, which, in defense of, by final judgment or decree, or in settlement of any suit or claim to which the Vendor agrees, may be assessed against, or incurred by, the Owner on account of such infringement or violation, provided that the Owner shall cooperate in all reasonable respects with the Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the Owner may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers. If a claim for Losses (a "Claim") is to be made by a party entitled to indemnification hereunder against the Vendor, the party claiming such indemnification shall give written notice (a "Claim Notice") to the Vendor as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of the Owner in notifying the Vendor shall relieve the Vendor from any obligation hereunder unless (and then solely to the extent) the Vendor is thereby materially prejudiced. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the Vendor as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the citation or summons). The Vendor shall be entitled, if it so elects, (i) to defend such lawsuit or action, (ii) to employ and engage attorneys of its own choice to handle and defend the same, at the Vendor's cost, risk and expense, an...
Infringement. 14.01 LICENSEE shall immediately notify LICENSOR of any unauthorized use and/or suspected infringement of the INTELLECTUAL PROPERTY. Such notification shall include, without limitation, immediately forwarding to LICENSOR any and all documents relating to any such unauthorized use or suspected infringement and providing LICENSOR with any and all facts and circumstances relating to such unauthorized use or suspected infringement.
14.02 LICENSOR shall have the primary, and in the first instance sole, right to institute a suit for infringement, unfair competition or other action with respect to any unauthorized use or suspected infringement. LICENSOR shall have the sole discretion to determine how to handle or otherwise deal with any infringement or unauthorized use of the INTELLECTUAL PROPERTY, including the right to settle or otherwise compromise any dispute or suit, and shall promptly notify LICENSEE of its decision. LICENSOR shall have no duty to initiate such litigation if, in its sole judgment, such litigation is not warranted or is not in its best interests.
14.03 LICENSEE may join and be represented in, at its own expense by its own counsel, any proceeding relating to any unauthorized use or suspected infringement to prove its own interests.
14.04 LICENSEE agrees that it shall, at all times, reasonably cooperate with LICENSOR and its counsel, in all respects, with respect to any unauthorized use or suspected or alleged infringement at LICENSOR's expense, including, but not limited to, having LICENSEE's principals, directors, employees, officers and/or agents testify, and making available any records, papers, information, specimens and the like when requested by LICENSOR.
14.05 Any damages and/or recovery received pursuant to such litigation or settlement or compromise shall be the sole and exclusive property of LICENSOR.
14.06 If LICENSOR decides, in its discretion, not to take any action with respect to an unauthorized use or suspected infringement, then LICENSEE may, at its own option and sole expense, take such action on its own behalf as it deems appropriate and any damages, recovery, settlement or compromise obtained thereby shall be for the account of LICENSEE.
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. 11.1 Each party will be obligated to promptly inform the other in writing of any alleged infringement by a third party of any of the patents within the Patent Rights, and provide such other parties with any available evidence of infringement. No party will settle or compromise any claim or action in a manner that imposes any restrictions or obligations on the other party or parties without such other party’s written consent, which shall not be unreasonably withheld.
11.2 During the term hereof, the Company will have the first right, but not the obligation, to (i) prosecute at its own expense any such infringements of the Patent Rights and, in furtherance of such prosecution, to request that WFUHS join as a party plaintiff in any such suit, without expense to WFUHS, and WFUHS’s consent to such request shall not be unreasonably withheld, or (ii) settle the infringement suit, subject to the provisions of Section 11.1, by sublicensing the alleged infringer or by other means.
11.3 In the event that the Company undertakes the enforcement and/or defense of the Patent Rights by litigation, including any declaratory judgment action, the total cost of any such action commenced or defended solely by the Company shall be borne by the Company and the Company shall keep any recovery or damages for past infringement derived therefrom, provided that Company pays to WFUHS any royalties, fees, payment or Other Amounts due and payable to WFUHS pursuant Sections 3 and 4, if any, based on amounts awarded to compensate the Company for lost sales or revenues, including any damages awarded directly in connection with such lost sales or revenues. Subject to Section 11.1, the Company shall be entitled to settle any such litigation by agreement, consent, judgment, voluntary dismissal or otherwise, provided such settlement does not impose any burden, obligation or responsibility on WFUHS.
11.4 If, within six (6) months after having been notified of any alleged infringement, the Company is unsuccessful in persuading the alleged infringer to desist and has not brought or is not diligently prosecuting an infringement action, or if the Company notifies WFUHS at any time prior thereto of its intention not to bring suit against any alleged infringer, then, and only then, WFUHS will have the right to prosecute at its own expense any infringement of the Patent Rights. The total cost of any such infringement action commenced or defended solely by WFUHS will be borne by WFUHS, and WFUHS will k...
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. 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.