Infringement of Proprietary Rights a) The Seller shall indemnify and hold harmless the Buyer against any and all losses, liabilities and expenses, by reason of any third party claim, suit, action or proceeding for alleged infringement of any copyright, trademark or patent of the Buyer's Country or alleged conversion of any trade secret resulting from or arising in connection with the manufacture, installation, use or sale of the Supplies or any part thereof including any and all judgments or decrees which may be rendered against the Buyer (and reasonable attorney's fees if Seller should fail to defend as provided in subsection b) hereof, and settlements made arising out of any such claim, suit, action or proceeding provided, however that this indemnity shall not extend to any infringement resulting from a breach by the Buyer of this Agreement or of the Seller's instructions for the operation of the Supplies. The Seller shall however not be liable for any infringement or claim based upon the use of the Supplies or any portion of the documentation in combination with other equipment or technology not supplied by the Seller or resulting from any modification made by the Buyer, without approval or instruction by Seller.
Infringement of Proprietary Rights. 17 20. Seller's and Buyer's Proprietary Information.............................19 21.
Infringement of Proprietary Rights. Licensee shall immediately notify Licensor of any unauthorized or improper use by any person of any Licensed Marks and all particulars relating to such infringement, upon Licensee having knowledge of same.
Infringement of Proprietary Rights. None of the Purchased Assets nor the use thereof by the Seller, to the best of the Seller’s knowledge, infringes or conflicts with any proprietary rights, confidential information or trade secrets of any third party in the United States or elsewhere.
Infringement of Proprietary Rights. To the extent that the goods supplied under this Agreement are not manufactured to detailed designs and specifications originated and furnished by Buyer, Seller represents and warrants that the sale or use of such goods will not infringe any United States or foreign patent, copyright, trademark, industrial design right or other proprietary right. Seller shall indemnify, defend and hold Buyer, its successors, assigns, shareholders, officers, directors, employees, agents, customers and those persons selling or using any of Buyer’s products and any affiliated company of Buyer, its shareholders, officers, directors, employees, agents and customers, harmless from and against any damage, liability, claims, loss, costs, expenses and fees (including reasonable attorneys’ fees) which may be incurred on account of infringement or alleged infringement of any United States or foreign patent, copyright, trademark, industrial design right or other proprietary right by the goods or use of the goods supplied under this Agreement. Buyer shall have the right to employ counsel separate from counsel employed by Seller in any proceeding for which Xxxxx may be indemnified by Xxxxxx and to participate in the defense thereof, but the expense of such counsel employed by Xxxxx shall be borne by Xxxxx unless Xxxxxx has failed to assume the defense of Buyer or employ satisfactory counsel. Seller shall reimburse Buyer on an on-going, periodic basis for all fees, costs and expenses incurred by Xxxxx promptly after submission of statements of expenses of Buyer during the pendency of any such proceeding. In addition to all other rights and remedies Buyer has at law, at equity or under this Agreement, in the event Buyer, its customers or anyone selling or using Buyer’s products are enjoined from the use, sale or other disposition of the goods, conditionally or otherwise, Seller shall, at no additional cost to Buyer, repurchase the goods at their purchase price and/or Buyer’s products at their purchase price, and repay all costs of all shipments of such goods and products incurred by Buyer.
Infringement of Proprietary Rights. 33.1 Consultant shall indemnify, defend and hold harmless Owner, its parent, its Affiliates and its and their employees, agents, officers, and directors from any and all liabilities, penalties, damages, claims, actions or proceedings based upon any allegation that (i) any portion or all of the Work furnished under the Agreement, or any use thereof for purposes intended by the Agreement constitutes an infringement of any patent, copyright, trademark or other proprietary interest or (ii) Consultant has, other than solely for Owner’s benefit in connection with the Work, made use of Information in which a third party claims a proprietary interest which Information was obtained by Owner from third parties under agreements for confidentiality.
Infringement of Proprietary Rights. In the event that a third party makes any claim, which the Licensee reasonably believes to be valid, that (i) the manufacture, reproduction, use, sale or other distribution of the Licensed Product or any part or component thereof, and/or (ii) the use, reproduction or distribution of the Documentation infringes, violates or misappropriates the intellectual property rights of any third party, the Company will use its best efforts to modify the design of the Licensed Product at no cost to the Licensee so that is no longer infringing and continues to comply with the Specifications in all materials respects; provided, however, that this obligation will not cover any claim that the Licensed Product infringes any third party’s rights as used in combination with any software or hardware not supplied by the Company, if that claim could have been avoided by the use of the Licensed Product alone or with other software or hardware. In the event that the Company is unable, after using its best efforts, to modify the design of the Licensed Product so that it is no longer infringing, Licensee shall be entitled to offset against any portion of the Maximum Royalty Amount which remained unpaid as of the date on which Licensee gives the Company notice of the third party claim, any royalties or lump sum payments made by Licensee to the party claiming that the Licensed Product infringes its intellectual property rights.
Infringement of Proprietary Rights. 14.1 The Supplier's liability for infringement To the extent a claim is made that any part of the system delivered according to this Agreement is infringing other’s copyright, proprietary rights or industrial rights in Norway, the Supplier shall, at its own cost, defend the Customer's interests. This is subject to the Customer's immediate notification to the Supplier of any such claim, that the Supplier is granted full control of the defence case, and that the Customer co-operates with the Supplier in any negotiations and/or litigation. In such case, the Supplier shall cover the costs and/or damages stipulated in the final judgement.
Infringement of Proprietary Rights. If any action, claim or suit is threatened, filed or made against DISTRIBUTOR, based upon infringement of a copyright, patent, trademark, or other proprietary right in connection with the PRODUCTS, DISTRIBUTOR shall promptly notify DRAGON in writing of such action, claim or suit. DRAGON shall at its own expense, take charge of the defense of any such action through attorneys of DRAGON's selection. DISTRIBUTOR shall make available to DRAGON any relevant records, papers or information and shall cooperate in such defense as reasonably requested by DRAGON. DRAGON shall indemnify and hold harmless DISTRIBUTOR from and against all damages and claims arising out of such infringement action provided that DISTRIBUTOR has otherwise complied with all the provisions of the Agreement and with applicable state, province, federal, and international law. DISTRIBUTOR shall notify DRAGON promptly whenever it shall obtain information that any of the trademarks, patents, or copyrights of DRAGON are being infringed by any other person.
Infringement of Proprietary Rights. None of the Purchased Assets nor the use thereof by the Seller, to the best of the Seller’s knowledge, infringes or conflicts with any proprietary rights, confidential information or trade secrets of any third party in Canada or elsewhere.
