Infringement Claim. Wind River will indemnify, and at its election, defend at its expense Customer against any claims, suits or proceedings brought by a third party against Customer to the extent that such claim, suit or proceeding is solely based on an allegation that any Final Deliverable, or portion thereof, authored by Wind River under this Agreement directly infringes such third party’s copyright or misappropriates a trade secret of such third party (an “Infringement Claim”). Wind River shall pay Customer the damages, costs, and expenses (including reasonable legal fees) finally awarded against Customer by a court of competent jurisdiction (or settlements agreed to in writing by Wind River) as a result of an Infringement Claim. Wind River's obligations under this Section 11 (Indemnification by Wind River) are conditioned on Customer (i) notifying Wind River in writing promptly after Customer becomes aware of an Infringement Claim; (ii) allowing Wind River to have sole control of the investigation, defense and settlement of the Infringement Claim, provided that, Customer may participate in such investigation and defense at its own expense, (iii) cooperating with Wind River in the investigation, defense and settlement of the Infringement Claim (as reasonably requested by Wind River) at Wind River’s expense, and (iv) making no admission of liability or fault on behalf of itself or Wind River.
Infringement Claim. 3.7 If during the Collaboration Period either party discovers any third party infringement of IPR belonging to either party, it will promptly notify the other party.
Infringement Claim. 12.1.1. The Supplier guarantees that the Services do not by holding, use, granting or assignment, infringe any third-party rights. The Supplier undertakes, at its own cost, to defend the Client if claims are made or action is taken against the Client regarding the infringement of patent, copyright or other right, on account of use by the Clients of the Services.
Infringement Claim. If either party's (the "Infringing Party") intellectual property rights are alleged or held to infringe the intellectual property rights of a third party, the Infringing Party shall, at its own expense, and in its sole discretion, (i) procure for the non-Infringing Party the right to continue to use the allegedly infringing intellectual property or (ii) replace or modify the intellectual property to make it non-infringing If neither option is available the Infringing Party shall be deemed to be in material breach of this Agreement.
Infringement Claim. XXXX shall defend, or at its option, settle any third party claim, suit or proceeding brought against End User based on an allegation that the XXXX-Software infringes upon any U.S., Canadian, or European patent or copyright of any third party.
Infringement Claim. If End User receives actual notice of any demand, claim, suit or proceeding against End User from a third party that contends that the Marketing Resource Center system infringes any United States or European Union patent or copyright or misappropriates any trade secret of a third party (an “Infringement Claim”), End User will provide prompt written notice of such Infringement Claim to FB1 and will authorize FB1 to have sole control over the defense and/or settlement of such Infringement Claim. Upon FB1’s request, End User will provide reasonable cooperation in the defense and/or settlement of the Infringement Claim. If End User complies with all of the requirements above, then FB1 will: (i) defend the Infringement Claim at its expense; (ii) pay any damages and costs finally awarded against End User (or payable by End User pursuant to a settlement Agreement) arising out of the Infringement Claim; and (iii) reimburse End User for reasonable costs and expenses incurred by End User to provide the cooperation requested by FB1 pursuant to this section.
Infringement Claim. “Infringement Claim” is defined in Section 22.1.1 herein.
Infringement Claim. 10.1.1. Company shall indemnify, defend and hold harmless Customer from and against all losses, liabilities, damages, claims, costs and reasonable expenses (including reasonable attorneys’ fees) arising out of or related to a third party claim that Customer’s use of, or access to, the GoFan® Solution or Technology infringes a United States patent, copyright or trademark or misappropriates any third party trade secrets (an “Infringement Claim”); provided that, Customer must give Company: (a) prompt written notice of such claim; (b) authority to control and direct the defense and/or settlement of such claim; and (c) such information and assistance as Company may reasonably request, at Company’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Company shall not, without the prior written consent of Customer, settle any third-party claim against Customer unless (i) such settlement completely and forever releases Customer with respect thereto or (ii) does not involve any financial obligation on the part of Customer. In any action for which Company provides defense on behalf of Customer, Customer may participate in such defense at its own expense by counsel of its choice.
Infringement Claim. If an Infringement Claim is made or threatened during the Contract Term, Keyloop may:
Infringement Claim. 11 PART 4 CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
