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.
Appears in 6 contracts
Samples: Universal Customer Agreement, Universal Customer Agreement, Universal Customer Agreement
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 the 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.
Appears in 3 contracts
Samples: Universal Customer Agreement, Universal Customer Agreement, Universal Customer Agreement
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 the 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 withheldwith- held.
Appears in 1 contract
Samples: Universal Customer Agreement