INTELLECTUAL PROPERTY INDEMNITY Sample Clauses

INTELLECTUAL PROPERTY INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and agents harmless from against any and all Claims resulting from allegations of infringement of any patents, copyrights, trade secret, or similar intellectual property rights covering the Goods or Services provided, or the use of the Goods or Services under this Master Contract. If Purchaser’s use of Goods or Services provided by Contractor is enjoined based on an intellectual property infringement Claim, Contractor shall, at its own expense, either procure for Purchaser the right to continue using the Goods or Services or, after consulting with Purchaser and obtaining Purchaser’s consent, replace or modify the Goods or Services with substantially similar and functionally equivalent non-infringing Goods or Services.

INTELLECTUAL PROPERTY INDEMNITY. Seller shall indemnify, defend and hold harmless Buyer and its customer from all claims, suits, actions, awards (including, but not limited to, awards based on intentional infringement of patents), liabilities, damages, costs and attorneys' fees related to the actual or alleged infringement of any intellectual property right or misappropriation or wrongful use of information or documents, and arising out of or related to the use, manufacture, reproduction, sale or other distribution of Services by Buyer or its customer. Buyer and/or its customer shall timely notify Seller of any such claim, suit or action. Seller shall, at its own expense, defend such claim, suit or action and Buyer shall have the right to participate in the defense at its own expense. Seller shall have no obligation to indemnify Buyer for infringement arising from (i) the compliance of Seller's new product design with formal specifications issued by Buyer where infringement could not be avoided in complying with such specifications or (ii) use or sale of Services for other than their intended application when such infringement would not have occurred from the use or sale of those Services solely for the purpose for which they were designed or sold by Seller. The exception in (i) above shall not apply if the infringement arises out of adherence to one or more industry standards or regulatory requirements. For purposes of this Article only, the term Buyer shall include The Boeing Company, all Boeing subsidiaries and all officers, agents and employees of Boeing or its subsidiaries.

INTELLECTUAL PROPERTY INDEMNITY. 13.1 MSC shall, at its own expense and subject to the terms of this Agreement indemnify, defend and hold Customer harmless from and against any claim(s) brought against Customer by a third party alleging that the Software or any portion thereof as furnished under this Agreement and used within the scope of the licenses granted to Customer infringes any copyrights, trademarks or patents, provided that Customer gives MSC: (i) prompt written notice of such claim; (ii) assistance and information reasonably requested by MSC; and (iii) the sole authority to defend and settle such claim. 13.2 Notwithstanding the provision of Section 13.1, MSC shall have no liability for any infringement arising from: (i) the integration or combination of the Software together with other software, materials or products not integrated or combined by MSC, if the infringement would have been avoided in the absence of such integration or combination; (ii) the use of other than a current unaltered release of the Software available from MSC, if the infringement would have been avoided by the use of the then-current release; (iii) modifications to the Software that were not authorized by MSC or were undertaken at the request of or direction of Customer; or (iv) Customer’s use of the Software in a manner that does not comply with this Agreement. 13.3 If the Software becomes, or in MSC’s opinion is likely to become, the subject of an infringement claim, MSC may, at its sole option and expense, either: (i) substitute non-infringing software of substantially similar functionality; (ii) modify the infringing Software so that it no longer infringes but remains substantially similar in functionally; (iii) obtain for Customer, at MSC's expense, the right to continue use of such Software; or (iv) if none of the foregoing is commercially feasible, MSC will take back the Software involved, and grant Customer a refund or credit for the unused portion of the license fee and associated unused Maintenance fees actually paid to MSC for the Software involved, using a straight line amortization over sixty (60) months from initial delivery for Paid-up License(s). This Section 13 states MSC's entire liability and Customer's sole and exclusive remedy for infringement claims and actions. 13.4 With the exception of claims based on malice, any claims of Customer under Sections 13.1 and 13.3 shall become statute-barred within twelve (12) months of delivery of the Software.

INTELLECTUAL PROPERTY INDEMNITY. To the fullest extent permitted by law, Contractor shall defend, indemnify, and hold Enterprise Services and any Purchaser and their employees and agents harmless from against any and all Claims resulting from allegations of infringement of any patents, copyrights, trade secret, or similar intellectual property rights covering the Goods and/or Services provided, or the use of the Goods and/or Services under this Cooperative Purchasing Agreement. If Purchaser’s use of Goods and/or Services provided by Contractor is enjoined based on an intellectual property infringement Claim, Contractor shall, at its own expense, either procure for Purchaser the right to continue using the Goods and/or Services or, after consulting with Purchaser and obtaining Purchaser’s consent, replace or modify the Goods and/or Services with substantially similar and functionally equivalent non- infringing Goods and/or Services.

INTELLECTUAL PROPERTY INDEMNITY. CONSULTANT shall defend and indemnify ANAHEIM, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any United States’ letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by CONSULTANT to ANAHEIM pursuant to this Agreement.

INTELLECTUAL PROPERTY INDEMNITY. The Seller shall indemnify, defend and hold harmless, the Buyer, its Affiliates and its and their officers, employees, agents, Financing Parties, and Subcontractors against all liabilities, damages, losses, costs or expenses (including, without limitation, attorneys’ fees and expenses) arising out of any suit, claim, or proceeding (a “Claim”) alleging that the Equipment or Services provided under this Contract violate or infringe any Intellectual Property if: (a) the Buyer promptly notifies the Seller in writing of the Claim; (b) gives the Seller sole authority, at the Seller’s expense, using counsel reasonably acceptable to the Buyer, to direct and control the defense and any settlement and compromise negotiations; provided, however, that the Buyer shall have the right to participate at the Seller’s expense in any such settlement and compromise negotiations that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer and that the Buyer shall have the right to approve any settlement that would require any changes to the Services or Equipment or that would require any action or restraint of action by the Buyer (which consent shall not be unreasonably withheld); and (c) the Buyer provides the Seller, at the Seller’s expense, with such disclosure and assistance of the Buyer as may be reasonably required to defend any such Claim. If the Seller does not promptly undertake defense of any such claim after notice of same from the Buyer, the Buyer shall be entitled but not required to undertake the defense of such claim and shall have the right to direct and control the defense and any settlement and compromise negotiations concerning such claim with counsel selected by the Buyer and that the Seller shall have the right to approve any settlement (which consent shall not be unreasonably withheld); all at the Seller’s expense. For the avoidance of doubt, the Buyer’s election to undertake or not to undertake such defense will not limit in any way the Seller’s indemnification obligations hereunder.

INTELLECTUAL PROPERTY INDEMNITY. The Contractor shall indemnify BSA and the Government and their officers, agents, and employees against alleged or actual liability, including costs of any nature whatsoever, for the Contractor’s infringement or misappropriation of third party intellectual property, including, but not limited to, patents, copyrights, trademarks, or trade secrets that the Contractor has used, included, or embodied in its performance of the Contract. The Contractor will promptly notify BSA in the event it is notified that it has infringed or misappropriated a third party's intellectual property; in the event that infringement or misappropriation has occurred, in addition to the indemnification and at BSA's sole option, the Contractor will either procure the rights for BSA and the Government to use the intellectual property or BSA will terminate the Contract for cause.

INTELLECTUAL PROPERTY INDEMNITY. 12.1 Subject to the Sections 12.3 and 12.4, We undertake at Our own expense to defend You or, at Our option, to settle any third-party claim or action brought against You alleging that Your use of the Services (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim. 12.2 Subject to Sections 12.3 and 12.4, in the event of an Infringement Claim, We shall, at Our sole option and expense, (i) modify the infringing Services so that they cease to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Services with non-infringing software or services; or (iii) procure a license to enable You to legally continue using the Services. If We do not provide You with one of the options above, We may, at Our sole discretion, terminate Your Order for the affected Services with immediate effect and reimburse You any prepaid Fees covering the remainder of the Subscription Term and terminate Your access and use of the affected Services. 12.3 We shall only be liable for any Infringement Claim provided You: 12.3.1 provide Us with prompt written notice of the Infringement Claim; 12.3.2 do not enter into any settlement of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; 12.3.3 permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; 12.3.4 provide Us with reasonable information and assistance for the Infringement Claim; and 12.3.5 use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim. 12.4 We shall not be liable to You for Infringement Claims where the infringement is caused by: 12.4.1 unauthorized changes You have made or that have been made on Your behalf to the Services or output thereof; 12.4.2 Your use of the Services or output thereof outside the scope of the Agreement, Your Subscription, the applicable Order or the Documentation; or 12.4.3 an allegation that the Cloud Service consist of a function, system or method that utilizes generic process mining functionality that is not unique to the Cloud Service and the allegations of th...

INTELLECTUAL PROPERTY INDEMNITY a) Subject to Subsection (c) hereof, Contractor agrees to indemnify and hold the Exchange harmless from any expense, loss, damage or injury; to defend at its own expense any and all claims, suits and actions; and to pay any judgments or settlements against the Exchange to the extent they arise or are due to infringement of third-party intellectual property rights enforceable in the U.S., misuse of third-party confidential or trade secret information, failure to obtain necessary third-party consents, waivers or releases, violation of the right of privacy or publicity, false or misleading advertising, libel or slander, or misuse of social media, by Contractor or any Contractor Intellectual Property. Contractor’s indemnification obligations under this Section are subject to Contractor receiving prompt notice of the claim after the Exchange becomes aware of such claim and being given the right to control the defense of such claim. Should any Intellectual Property licensed by the Contractor to the Exchange under this Agreement become the subject of an Intellectual Property infringement claim or other claim for which Contractor is obligated to indemnify the Exchange, Contractor will promptly take steps reasonably and in good faith to preserve the Exchange’s right to use the licensed Intellectual Property in accordance with this Agreement at no expense or disruption to the Exchange, except as otherwise stated in this Agreement. The Exchange shall have the right to monitor and appear through its own counsel (at Exchange’s expense) in any such claim or action. In the defense or settlement of the claim, Contractor may obtain the right for the Exchange to continue using the licensed Intellectual Property; or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property, as its sole remedy. b) Notwithstanding anything to the contrary in this Agreement, any such indemnification obligation of Contractor shall not extend to any infringement or alleged infringement to the extent that such infringement or alleged infringement resulted from (i) specific instructions to use certain Intellectual Property given to Contractor by the Exchange; (ii) the Exchange’s unauthorized modification of Contractor Intellectual Property; (iii) the Exchange’s use of Contractor Intellectual Property in com...