Infringement Claim Indemnity. SISW will indemnify and defend, at its expense, any action brought against Customer to the extent that it is based on a claim that any Product infringes any copyright, any trade secret, or a patent or trademark issued or registered by the United States, Japan, or a member of the European Patent Organization, and will pay all damages finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement, provided that Customer gives SISW (i) prompt written notice of the claim, (ii) all requested information and reasonable assistance related to the claim, and (iii) sole authority to defend or settle the claim. SISW will not admit liability or incur obligations on Customer’s behalf without Customer’s prior written consent, which shall not be unreasonably withheld.
Infringement Claim Indemnity. Siemens will indemnify and defend, at its expense, any action brought against Customer to the extent that it is based on a claim that Customer’s use of an Offering as authorized under this Agreement infringes any copyright, any trade secret, or a patent or trademark issued or registered by the United States, Japan, or a member of the European Patent Organization, and will pay all damages finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement, provided that Customer gives Siemens (i) prompt written notice of the claim, (ii) all requested information and reasonable assistance related to the claim and (iii) sole authority to defend or settle the claim. Siemens will not admit liability or incur obligations on Customer’s behalf without Customer’s prior written consent, which will not be unreasonably withheld.
Infringement Claim Indemnity. You shall notify MKS promptly in writing of any threatened or pending judicial third party action brought against you alleging that your normal operation, possession and use of the Software infringes a valid Canadian or United States patent or Canadian or United States copyright issued as of the Effective Date or constitutes misuse or misappropriation of any Canadian trade secrets or United States trade secrets (each, an “Infringement Claim”). Subject to Sections 12.2 and 13 below and provided that you are otherwise in compliance with your obligations under this Agreement, MKS shall indemnify and defend you against any Infringement Claim at its own expense and shall pay (a) the reasonable legal fees of counsel engaged by MKS to defend you, (b) any costs and damages finally awarded against you in such Infringement Claim, and (c) any amount agreed to be paid by MKS in settlement of such Infringement Claim, if any. MKS’s foregoing obligations are subject to and conditioned upon: (i) MKS having the sole control of the defense, negotiation and settlement of such Infringement Claim; and (ii) your cooperation in such defense which shall include, but not be limited to, providing MKS with all documentation and information in your possession or control relating to such Infringement Claim.
Infringement Claim Indemnity. In the event a claim is made against Customer that its use of Software infringes any copyright, trade secret, patent, or other intellectual property right of a third party, subject to prompt written notice from Customer of such claim, SISW may, at its sole option and expense: (a) procure the right for Customer to continue using the Software; (b) modify the Software to make it non-infringing, provided such modification does not materially reduce its functionality; or, (c) replace the Software with a non-infringing, functionally equivalent alternative. If SISW in its sole discretion determines that none of these remedies are commercially reasonable, SISW may terminate the Order for the impacted Service and Software and provide a refund for the remaining term.
Infringement Claim Indemnity. SISW will indemnify and defend, at its expense, any action brought against Customer to the extent that it is based upon a claim that Customer’s use of the Cloud Services infringe a patent, copyright, trade secret or other intellectual property right and will pay all costs and damages finally awarded against Customer by a court of competent jurisdiction, provided that SISW is given prompt written notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. SISW shall not enter into any settlement admitting liability or incurring obligations on behalf of Customer, without Customer’s prior written consent.
Infringement Claim Indemnity. Siemens will indemnify and defend, at its expense, any action brought against Customer to the extent that it is based on a claim that the Offering infringes any copyright, any trade secret, or a patent or trademark issued or registered by the United States, Japan, or a member of the European Patent Organization, and will pay all damages finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement, provided that Customer gives Siemens (i) prompt written notice of the claim,
Infringement Claim Indemnity. XXXX will indemnify and defend, at its expense, any action brought against Customer to the extent that it is based upon a claim that any Software furnished hereunder infringes a patent, copyright, trade secret or other intellectual property right and will pay all costs and damages finally awarded against Customer by a court of competent jurisdiction, provided that SISW is given prompt written notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. SISW shall not enter into any settlement admitting liability or incurring obligations on behalf of Customer, without Customer’s prior written consent.
Infringement Claim Indemnity. MyCISO will indemnify and defend, at its expense, any action brought against a Licensee to the extent that it is based on a claim that any Product infringes any copyright, any trade secret, or a patent or trademark issued or registered by the United States, Japan, or a member of the European Patent Organization, and will pay all damages finally awarded against Licensee by a court of competent jurisdiction or agreed in a settlement, provided that Licensee gives MyCISO: (i) prompt written notice of the claim, (ii) all requested information and reasonable assistance related to the claim, and (iii) sole authority to defend or settle the claim. MyCISO will not admit liability or incur obligations on Licensee’s behalf without Licensee’s prior written consent, which shall not be unreasonably withheld.
Infringement Claim Indemnity. Inductive Automation will defend You against any claim, suit or action brought against You by a third party alleging that the Licensed Materials infringe such third party’s copyrights, patents or trademarks, in each case, granted or registered by the United States (“IP Claim”), and will indemnify You from any damages and costs (including reasonable attorney’s fees) finally awarded against You by a court of competent jurisdiction as a result of, or for amounts paid by You under a settlement approved by Inductive Automation in writing of, an IP Claim; provided, that You give Inductive Automation (i) written notice of any IP Claim within 15 days of Your receipt of such IP Claim (provided the failure to give such notice will not relieve Inductive Automation of its indemnification obligations except to the extent that Inductive Automation is prejudiced by such failure), (ii) the sole control of and authority over the defense and settlement of the IP Claim, and (iii) all requested information and reasonable assistance. Inductive Automation will not admit liability or incur obligations on Your behalf without Your written consent.
Infringement Claim Indemnity. Innomotics will indemnify and defend, at its expense, any action brought against Customer to the extent that it is based on a claim that the Offering infringes any copyright, any trade secret, or a patent or trademark issued or registered by the United States, Japan, or a member of the European Patent Organization, and will pay all damages finally awarded against Customer by a court of competent jurisdiction or agreed in a settlement, provided that Customer gives Innomotics (i) prompt written notice of the claim, (ii) all requested information and reasonable assistance related to the claim and (iii) sole authority to defend or settle the claim. Innomotics will not admit liability or incur obligations on Customer’s behalf without Customer’s prior written consent, which will not be unreasonably withheld.
