Intellectual Property Infringement. The Supplier warrants that the use or supply by UNDP of the goods sold under this Purchase Order does not infringe any patent, design, trade-name or trade-mark. In addition, the Supplier shall, pursuant to this warranty, indemnify, defend and hold UNDP and the United Nations harmless from any actions or claims brought against UNDP or the United Nations pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection with the goods sold under this Purchase Order.
Intellectual Property Infringement. If a Third Party asserts a claim against you that the Services infringe such Third Party’s patent or copyright, we will defend you against or, at our option, settle such claim and pay amounts (including costs) finally awarded by a court of competent jurisdiction against you or included in a settlement approved by us.
Intellectual Property Infringement. We will defend you, and your officers, directors, employees, and agents from and against any and all third party claims, lawsuits, and proceedings alleging that your use of the Product, in accordance with the terms and conditions of this XXXX, constitutes a direct infringement or misappropriation of such third party’s patent, copyright or trade secret rights (the “IP Claim”), and we will indemnify you for damages finally awarded against you by a court of competent jurisdiction with respect to the IP Claim.
Intellectual Property Infringement. If a third party makes a claim against Customer that the Licensed Software or Documentation directly infringe any patent issued as of the two years following the Effective Date or any copyright, trade secret or trademark ("IP Claim"); Siebel will defend Customer or Distributor against the IP Claim and pay all costs, damages and expenses (including reasonable legal fees) awarded against Customer or Distributor by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Siebel arising out of such IP Claim; provided that: (i) Customer or Distributor promptly notifies Siebel in writing no later than sixty (60) days after Customer's or Distributor's receipt of notification of a potential claim, (ii) Siebel may assume sole control of the defense of such claim and all related settlement negotiations; and (iii) Customer or Distributor provides Siebel, at Siebel's request and expense, with the assistance, information and authority necessary to perform Siebel's obligations under this Section. Notwithstanding the foregoing, Siebel shall have no liability for any claim of infringement based on (a) the use of a superseded or altered release of Licensed Software if the infringement would have been avoided by the use of a current unaltered release of the Licensed Software, which Siebel provided to Distributor, (b) the modification of the Licensed Software, or (c) the use of the Licensed Software other than in accordance with the Documentation. If, due to an IP Claim, (i) the Licensed Software is held by a court of competent jurisdiction or are believed by Siebel to infringe, or (ii) Customer or Distributor receives a valid court order enjoining Customer or Distributor from using the Licensed Software, Siebel shall in its reasonable judgment, and at its expense, (a) replace or modify the Licensed Software to be non-infringing; (b) obtain for Distributor and/or its Customers a license to continue using the Licensed Software, or (c) if Siebel cannot reasonably obtain the remedies in (a) or (b), terminate the license for the infringing Licensed Software and refund the license fees paid to Siebel for such Licensed Software upon its return by Distributor. This Section 9 states Siebel's entire liability and Distributor's exclusive remedy for any claim of infringement.
Intellectual Property Infringement. (a) Provider shall indemnify, defend, and hold harmless the State of Texas, the GLO, and/or their officers, agents, employees, representatives, contractors, assignees, and/or designees from and against any and all liability, actions, claims, demands, damages, proceedings, or suits and all related costs, attorney fees, and expenses arising out of, connected with, or resulting from infringement of any United States patent, copyright, trade or service mark, or any other intellectual or intangible property right that occurs in the execution or performance of the Contract and any purchase orders issued under the Contract. Provider shall be liable to pay all costs of defense, including attorney fees. Provider must coordinate its defense with the GLO and the Office of the Texas Attorney General or other GLO legal counsel if the GLO is a named defendant in any lawsuit arising out of the execution or performance of the Contract. Provider may not agree to settle any such lawsuit without the concurrence of the GLO and, if applicable, the Office of the Texas Attorney General or other GLO legal counsel. The Parties must furnish timely written notice to each other of any action, claim, demand, or suit described herein.
Intellectual Property Infringement. Xxxxx has no authorization to make any representation, statement or warranty on behalf of Seller related to any Goods sold hereunder. Buyer shall indemnify and defend, at its own expense, Seller against claims or liability for U.S. or applicable foreign patent, copyright or trademark or other intellectual property infringement and for product liability arising from the preparation or manufacture of the Goods according to Xxxxx's specifications or instructions, or from Buyer's unauthorized or improper use of Seller’s Goods or any changes or alterations to Seller’s Goods made by persons other than Seller, or from the use of the Goods in combination with products not furnished by Seller.
Intellectual Property Infringement. To the knowledge of the Company and the Operating Partnership and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has infringed or is infringing the intellectual property of a third party, and neither the Company nor any of its Subsidiaries has received notice of a claim by a third party to the contrary, except for any such notice that would not reasonably be expected to have a Material Adverse Effect.
Intellectual Property Infringement. 12.1. Licensor will defend and indemnify the Licensee against a claim that the Software furnished and used within the scope of this Agreement infringes a patent, copyright or trade secret right enforceable in Canada, provided that:
Intellectual Property Infringement. 9.1 Vendor warrants that the sale and use of Goods or Services provided shall not give rise to any claim of infringement of any third-party patent, copyright, trademark, or trade secret rights.
Intellectual Property Infringement. If a third party asserts a claim against any of the Companies or their respective officers, directors, employees, affiliates, agents and any transferees and assigns permitted hereunder (collectively, the “Company Indemnified Parties”), Vendor shall defend the Company Indemnified Parties and hold them harmless from and against and shall indemnify the Company Indemnified Parties from and against any and all Losses, and any and all outside attorney’s fees and litigation costs and expenses incurred by any of the Company Indemnified Parties at any time that Vendor is not Nortel Networks and Cricket Communications Proprietary and Confidential Information defending such claim pursuant to this Section 13.1, that a court, arbitrator in binding arbitration or other tribunal awards or are included in any settlement of that claim pursuant to this Section 13.1, based on or arising from claims that the Vendor Products, the Services or any Vendor components thereof infringe, misappropriate or violate any patent, trademark, copyright, trade secret or other intellectual property right of any third party which is enforceable in the United States (collectively, “Intellectual Property Rights”), provided that the Company Indemnified Parties involved shall cooperate, at Vendor’s expense, in all reasonable respects with Vendor and its attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If a claim for Losses is to be made by a party entitled to indemnification hereunder against Vendor, the party claiming such indemnification shall give written notice (a “Claim Notice”) to Vendor as soon as reasonably practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under this Agreement, provided, however, no delay on the part of any Company Indemnified Parties in notifying Vendor shall relieve Vendor from any obligation hereunder unless (and then solely to the extent) Vendor is thereby materially prejudiced. Notwithstanding the foregoing, the Company Indemnified Parties may, at their own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that if Vendor assumes the defense of such lawsuit, action or investigation and any appeals and continues to pursue the defense of such lawsuit, action or investigation to conclusion and fulfills all ...
