Infringement Indemnification. If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Softwar...
Infringement Indemnification. (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without Balsamiq’s prior written consent; (iii) Balsamiq shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Balsamiq hereunder.
Infringement Indemnification. The Contractor shall defend, indemnify and hold the City harmless from any and all claims (even if the allegations of the lawsuit are without merit) or judgments for damages and from costs and expenses to which the City may be subject to or which it may suffer or incur allegedly arising out of or in connection with any infringement by the Contractor of any copyright, trade secrets, trademark or patent rights or any other property or personal right of any third party by the Contractor and/or its subcontractors in the performance of this Agreement. The Contractor shall defend, indemnify, and hold the City harmless regardless of whether or not the alleged infringement arises out of compliance with the Agreement’s scope of services/scope of work. Insofar as the facts or Law relating to any claim would preclude the City from being completely indemnified by the Contractor, the City shall be partially indemnified by the Contractor to the fullest extent permitted by Law.
Infringement Indemnification. (a) VENDOR WILL, AT ITS EXPENSE, INDEMNIFY, AND HOLD HARMLESS DIR AND THE CUSTOMERS, THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AND AGENTS FROM AND AGAINST ANY LOSSES, LIABILI- TIES, DAMAGES, PENALTIES, COSTS, FEES, INCLUDING WITHOUT LIMITA- TION REASONABLE ATTORNEYS’ FEES AND EXPENSES, FROM ANY CLAIM OR ACTION AGAINST DIR AND/OR CUSTOMERS THAT IS BASED ON A CLAIM OF BREACH OF THE WARRANTY SET FORTH IN SECTION 13.05 OF THE CON- TRACT, DIR AND/OR CUSTOMERS WILL PROMPTLY NOTIFY VENDOR IN WRITING OF THE CLAIM, PROVIDE VENDOR A COPY OF ALL INFORMATION RECEIVED BY DIR AND/OR CUSTOMERS WITH RESPECT TO THE CLAIM, AND COOPERATE WITH VENDOR IN DEFENDING OR SETTLING THE CLAIM. THE DEFENSE WILL BE COORDINATED (i) BY THE OFFICE OF THE TEXAS ATTOR- NEY GENERAL FOR DIR AND TEXAS STATE AGENCY CUSTOMERS, (II) BY CUSTOMER’S LOCAL COUNSEL FOR CUSTOMERS THAT ARE POLITICAL SUBDIVISIONS (INCLUDING COUNTIES, MUNICIPALITIES, OR DISTRICTS), AND (III) BY VENDOR’S LEGAL COUNSEL FOR CUSTOMERS THAT ARE EI- THER PRIVATE INSTITUTIONS OF HIGHER EDUCATION OR ASSISTANCE OR- GANIZATIONS (AS BOTH ARE DESCRIBED IN THE DEFINITION OF “CUSTOM- ER” IN SECTION 21 TO EXHIBIT A (“DEFINITIONS”)). IN ADDITION, IN CASES WHERE EITHER THE OFFICE OF THE TEXAS ATTORNEY GENERAL IS COOR- DINATING THE DEFENSE (UNDER SECTION 14.01(A)(I)) OR LOCAL COUNSEL IS COORDINATING THE DEFENSE (UNDER SECTION 14.01(A)(II)), VENDOR WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE AT VENDOR'S EX- PENSE, BUT VENDOR AGREES NOT TO INTERFERE WITH EITHER THE OF- FICE OF THE TEXAS ATTORNEY GENERAL’S OR LOCAL COUNSEL’S (AS THE CASE MAY BE) MANAGEMENT AND CONTROL OF THE DEFENSE AND SET- TLEMENT. IN CASES WHERE VENDOR IS COORDINATING THE DEFENSE, THE AFFECTED CUSTOMER WILL HAVE THE RIGHT TO PARTICIPATE IN THE DE- FENSE AT CUSTOMER’S EXPENSE, BUT CUSTOMER AGREES NOT TO IN- TERFERE WITH VENDOR’S MANAGEMENT AND CONTROL OF THE DEFENSE AND SETTLEMENT.
Infringement Indemnification. Each Party will defend, indemnify, hold the other Party harmless, and pay resulting costs (including damages and reasonable attorneys’ fees finally awarded) from a Claim that (a) in the case of INAP, any Services as provided to Customer (“INAP Material”), or (b) in the case of Customer, the Customer Data or Customer Intellectual Property (“Customer Material” and collectively with INAP Material, the “Material”) infringes a third party’s United States patents, or copyright rights enforceable in a country signatory to the Berne Convention, provided that (i) the indemnified Party promptly notifies the indemnifying Party in writing of the claim; (ii) the indemnified Party cooperates fully and timely with such indemnifying Party in the defense of the Claim; and (iii) such indemnifying Party has sole control of the defense of the Claim and all related settlement negotiations; provided, further, that no settlement shall be entered into by the indemnifying Party prior to the indemnified Party giving its written consent to the terms of such settlement involving un-indemnified or non-monetary claims. Should the use of any indemnifying Party’s Material (or any portion thereof) be enjoined, or if in indemnifying Party’s opinion are likely to be enjoined, indemnifying Party shall, at its sole option, either (1) substitute a functionally equivalent non-infringing version of the affected portion(s) of indemnifying Party’s Material; (2) modify the infringing aspect of such Material so that it no longer infringes but remains a fully functionally equivalent; (3) obtain for the indemnified Party, at the indemnifying Party’s expense, the right to continue to use or receive the benefits of the indemnifying Party’s use of (as applicable) such Material; or (4) if none of the foregoing is commercially feasible and the Material is INAP’s, then Customer shall return the applicable INAP Materials and shall receive a refund for the fees paid by Customer for such INAP Materials. Notwithstanding any provision in this Agreement to the contrary, in no event shall INAP have any duty to indemnify Customer pursuant to this Section in connection with (x) any Service alleged to infringe any third party’s United States patent, or copyright rights enforceable in a country signatory to the Berne Convention, as a result of INAP’s use of or reliance on any of Customer’s Confidential Information, or (y) any product or Customer Offering. Notwithstanding any provision in this Agreement to the contrary...
Infringement Indemnification. (a) BNYM shall defend and indemnify Company against any third party claim alleging that the Licensed System infringes in any material respect upon any United States patent or copyright or any trade secret or other proprietary right of any person. BNYM shall have no liability or obligation under this Section 5.1 unless Company gives written notice to BNYM within ten (10) days (provided that later notice shall relieve BNYM of its liability and obligations under this Section 5.1 only to the extent that BNYM is prejudiced by such later notice) after any applicable infringement claim is initiated against Company and allows BNYM to have sole control of the defense or settlement of the claim. The remedies provided in this Section 5.1 are the Company's sole remedies for third party claims against the Company alleging infringement by the Licensed System. If any applicable claim is initiated, or in BNYM's sole opinion is likely to be initiated, then BNYM shall have the option, at its expense, to:
Infringement Indemnification. Consultant shall defend, indemnify, and hold WRCOG, its Directors, officials, officers, employees, volunteers, and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by WRCOG of the Documents & Data, including any method, process, product, or concept specified or depicted.
Infringement Indemnification. SELLER shall at its own expense defend, hold harmless and indemnify BUYER, its parent, any of its affiliates and/or subsidiaries and their respective sub-licensees, agents, officers, directors and employees (collectively "XXXXX LAUREN GROUP") from and against all claims, proceedings, lawsuits, judgments, liabilities, losses, damages, costs (including legal costs and attorneys' fees), fines, penalties, assessments and expenses arising out of any allegation or claim that the possession, disclosure and/or use by BUYER and/or any entity of the XXXXX XXXXXX GROUP of any of SELLER's Background Work in accordance with the license provided pursuant to the preceding Section or the possession, disclosure, use and/or exploitation of any Creations infringes any third party's IP Rights. If any Goods, Services, Creations or parts thereof become, or is likely to become, the subject of an IP Rights infringement, violation or misappropriation, then SELLER will, at its own expense, promptly take the following actions in the listed order of priority: (a) secure the rights necessary to continue using the Goods, Services, Creations and any parts thereof; or (b) replace or modify such Goods, Services, Creations or parts thereof to make them non-infringing, such that the replacement or modification will not degrade the performance or quality of the Goods, Services and or Creations.
Infringement Indemnification. To the fullest extent permitted by Law, the Contractor shall defend, indemnify, and hold harmless the City, including its officials and employees, against any and all claims (even if the allegations of the claim are without merit), judgments for damages, and costs and expenses to which the City or its officials or employees, may be subject to or which they may suffer or incur allegedly arising out of any infringement, violation, or unauthorized use of any copyright, trade secret, trademark or patent or any other property or personal right of any third party by the Contractor and/or its employees, agents, or subcontractors in the performance of this Agreement. To the fullest extent permitted by Law, the Contractor shall defend, indemnify, and hold harmless the City and its officials and employees regardless of whether or not the alleged infringement, violation, or unauthorized use arises out of compliance with the Agreement’s scope of services/scope of work. Insofar as the facts or Law relating to any of the foregoing would preclude the City and its officials and employees from being completely indemnified by the Contractor, the City and its officials and employees shall be partially indemnified by the Contractor to the fullest extent permitted by Law.
Infringement Indemnification. Subject to the terms of this Section 10, Graylog shall indemnify and defend Customer against any claim brought against Customer by third parties alleging the use of the Software or Documentation (a) infringes a United States patent, copyright or trademark registered as of the date Graylog provides Customer with the Software, or (b) misappropriates any third party trade secret (collectively, an “Infringement Claim”); provided, however, that (i) Customer gives Graylog prompt notification in writing of any such Infringement Claim and reasonable assistance, at Graylog’s expense, in the defense of such Infringement Claim; and (ii) Graylog has the sole authority to defend or settle such Infringement Claims so long as any such settlement shall not include a financial obligation on, or an admission of liability by, Customer.
