Intellectual Property Infringement Indemnity. Subcontractor shall indemnify, defend and hold XX Xxxxx, Inc., and/or owner harmless with respect to any claim, demand, suit or proceeding brought against XX Xxxxx, Inc. and/or the owner based on any claim that materials or services, or any part thereof, furnished by Subcontractor or Subcontractors of any tier under this Agreement constitutes an infringement, willful or otherwise, of any patent, copyright, trade secret or other proprietary right of any third party. Subcontractor shall assume the responsibility to pay all costs including reasonable attorneys fees incurred in defending or responding to such claim, demand, suits or proceedings and any damages that may be awarded therein against XX Xxxxx, Inc. and/or the Owner, with full authority being given to XX Xxxxx and/or Owner to settle any such claim on such terms and conditions deemed advisable. In case the materials purchased or services rendered hereunder, or any part thereof, is held to constitute infringement of any patent, copyright or other proprietary right of any third party and the use thereof is enjoined, or the settlement made requires the use of services or materials purchased or installed hereunder to be discontinued or removed, Subcontractor shall, at its own expense either procure for XX Xxxxx, Inc. and Owner the right to continue using such materials or services, replace the same with noninfringing materials which conform to the available specifications or modify such materials or services in a manner acceptable to Owner to resolve the infringement claim. Subcontractor understands that compliance with the insurance requirements described in this Article as to the obtaining of, endorsement of and maintenance of insurance, required coverages and the furnishing of certificates of insurance shall not in any way relieve the subcontractor from any liability or diminish its obligations under this paragraph or any other provision of this Agreement. Compliance by the Subcontractor with the insurance requirements described in this Article as to the carrying of insurance, required coverages and furnishing of certificates of insurance shall not in any way relieve the Subcontractor from any liability or diminish its obligations under this paragraph or any other provision of this Agreement. The indemnity and insuring obligations associated with Cyber Liability shall include, and may not be limited to the resulting damages to Owner's and/or XX Xxxxx'x software, hardware, and loss of use or business i...
Intellectual Property Infringement Indemnity. A. LICENSOR will defend, indemnify and hold harmless AT&T, its Affiliates, distributors and customers (and the owners, directors, employees and agents of each of them) (the “IP Indemnified Parties”) from and against any and all losses, costs, damages, expenses, liabilities, demands, claims, actions and lawsuits (including without limitation consultant, attorney and other legal fees, collectively, “Losses”) that may be asserted against, incurred or suffered by, imposed on, or awarded against any IP Indemnified Party to the extent arising out of or in connection with, any allegation, threat, demand or claim (or settlement thereof) that the Information Service, whether alone or in combination with the Certified Devices or AT&T’s wireless network (except to the extent the Certified Devices or AT&T’s cellular network infringe without the combined use of the Information Service) infringe, dilute, tarnish, or misappropriate any copyright, [*****] patent, right of publicity trademark, trade secret, [*****] or license of any third party person or entity (an “Infringement Claim”). The IP Indemnified Parties shall promptly notify LICENSOR in writing of an Infringement Claim and shall reasonably cooperate with LICENSOR. The IP Indemnified Parties will allow LICENSOR the sole control of its defense (except that if an IP Indemnified Party elects to do so, it may participate in the defense at its own expense) and all related monetary settlement negotiations (it being agreed that any non-monetary terms, including any licensing terms, of any settlement of an Infringement Claim that directly affects the IP Indemnified Party shall require the prior written approval of the IP Indemnified Party, not to be unreasonably withheld or delayed) and provided that an IP Indemnified Party shall not be required to admit liability under any circumstances. The Parties agree that indemnity for any Services provided hereunder will be as set forth in the applicable Order.
Intellectual Property Infringement Indemnity. 24.1 Seller represents and warrants that all Work delivered or performed pursuant to the Purchase Agreement and the sale or use thereof do not infringe any Third Party’s intellectual property rights, including but not limited to patent, trade secret, copyright or trademark rights.
Intellectual Property Infringement Indemnity. 5.1. XXXXXX will indemnify and defend, at its expense, any action brought against the User to the extent that it is based on a claim that the Firmware infringes any copyright, any trade secret, or a patent or trademark issues or registered by the United States, Japan, or a member of the European Patent Organization, and will pay all damages finally awarded against the User by a court of competent jurisdiction or agreed in settlement, provided that the User gives XXXXXX (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.
Intellectual Property Infringement Indemnity. (a) Infringement Claim Indemnity. SISW will indemnify and defend, at its expense, any action brought against Customer to the extent that it is based on a claim that Products provided hereunder infringe any copyright, any trade secret, or a patent or trademark issues 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 settlement, provided that Customer gives SISW (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. SISW will not admit liability or incur obligations on Customer’s behalf without Customer’s prior written consent.
Intellectual Property Infringement Indemnity. 9.1. Any action brought against Customer, its third party distributors or its end users on a claim that the Products infringe any patent, copyright, or other intellectual property rights or the trade secret or the proprietary rights of a third party shall be defended by IONA at its expense. IONA shall pay any costs, damages and settlements and reasonable legal fees finally awarded against Customer in such action and which are attributable to such claim provided always that Customer notifies IONA promptly in writing of each claim and IONA may control fully the defence and/ or the settlement of such claim, provided that Customer shall not be bound to any settlement that it has not approved in writing.
Intellectual Property Infringement Indemnity. (a)All computer software developed and/or utilized by CSG in conjunction with CSG’s Services, whether or not Clients have been charged for such software, and all updates, modifications, enhancements and derivative works of such software and all copies thereof shall be and remain owned by and the sole property of CSG; provided however, that software provided to CSG by a Client and developed by Client or by a third party for such Client, where title to such software vests in such Client or is licensed to such Client shall remain the property of such Client. All trademarks, service marks, copyrighted material or art or other intellectual property owned or licensed by a Client and provided to CSG hereunder shall be used solely for the purpose of performing the Services and CSG shall acquire no right, title or interest therein.
Intellectual Property Infringement Indemnity. The Vendor will, at its own expense, defend, indemnify and hold harmless Purchaser, its Affiliates and their respective Representatives against and from all third party claims of intellectual property infringement and all liabilities, losses, costs, damages, penalties and expenses (including all legal fees and expenses and court costs on a solicitor and his/her own client basis) which Purchaser, its Affiliates or their respective Representatives may incur or suffer arising from, related to, or as a result of any such claim s. The Vendor will be bound by and will pay the amount of any settlement, compromise, determination or judgment reached (regardless of whether or not there is an appeal pending) while the Vendor was conducting the defense of such claims. The Purchaser will notify the Vendor in writing within a reasonable time after the Purchaser first receives written notice of any such claim. If a claim or allegation of intellectual property infringement arises with respect to a product, service or deliverable, the Supplier will promptly, at its expense and at TELUS’ option: (a) procure for TELUS the right to continue using the affected product, service or deliverable in accordance with this Agreement; or (b) replace or modify the affected product, service or deliverable with a non-infringing replacement or modification that does not adversely affect the products, services or deliverables or their use by TELUS.
Intellectual Property Infringement Indemnity. 6.1 Notwithstanding anything to the contrary, neither party is liable for, or otherwise owes any duty to defend and hold harmless the other against, infringement of third party Intellectual Property Rights, except as to the extent provided in Section 6 below.
Intellectual Property Infringement Indemnity. 13.3.1 The Company shall at its expense defend, indemnify and hold harmless Customer, including its Affiliates (collectively, “Customer Indemnities”) from and against any claims, suits, damages and expenses asserted against or incurred by Customer Indemnities arising out of or relating to the allegation that any Service as delivered by the Company infringes a third party’s rights under any patent, copyright, trademark, or trade secret right or other intellectual property right afforded by a jurisdiction where the Services were provided the Company shall pay (i) judgments or settlements obtained by a third party against the Customer Indemnitees (ii) the Company’s expenses and costs incurred in the defense of the Customer Indemnitees and (iii) subject to Section 14, all damages incurred by the Customer Indemnitees, except, for the avoidance of doubt, Customer Indemnitees shall be responsible for their own attorneys’ fees and costs, court costs, costs of investigation or similar fees and costs associated with the event giving rise to the indemnification.
