Common use of Intellectual Property Liability Clause in Contracts

Intellectual Property Liability. NI agrees to defend any third-party claim that alleges the Hardware, Software and/or Services infringe any U.S. patent, copyright, or trademark (“Claim”) PROVIDED THAT Customer shall notify NI immediately upon learning of any Claim, or any allegation that the grounds for a Claim may exist, shall grant NI sole control over the defense and settlement of the Claim, and shall cooperate fully with NI in preparing a defense for any Claim. NI agrees to pay any final judgment or settlement resulting from any Claim, provided that the settlement is entered into in accordance with this Section. NI shall not be liable for a settlement made without its prior written consent. Notwithstanding the foregoing, NI shall have no obligation under this Section for any claim relating to or arising from (a) Customer’s modifications of Hardware, Software and/or Services; (b) failure to use Hardware, Software and/or Services in accordance with the applicable documentation provided by NI; (c) the combination, operation, or use of Hardware, Software or Services with any hardware, software and/or service not provided by NI; (d) the compliance of NI with Customer’s specifications or directions, including the incorporation of any software or other materials provided by or requested by Customer; or (e) Non-NI Branded Products. The foregoing states the Customer's sole remedy for, and the entire liability and responsibility of NI for, infringement of any patent, trademark, or copyright or other intellectual property rights. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. In any event, if NI believes in its reasonable opinion the Hardware, Software, and/or Services may be alleged to be infringing, for the purposes of mitigating any potential damages, NI may, at its sole discretion, (i) procure for the Customer the right to continue to use the Hardware, Software, and/or Services; (ii) replace them with comparable Hardware, Software or Services that are free of such infringement; or (iii) refund the fees paid by Customer, and in the case of (ii) and (iii) Customer shall promptly return the Hardware to NI and/or terminate the use of the Software or Services.

Intellectual Property Liability. NI agrees to defend any third-party claim that alleges the Hardware, Software and/or Services infringe any U.S. patent, copyright, or trademark (“Claim”) PROVIDED THAT Customer shall notify NI immediately upon learning of any Claim, or any allegation that the grounds for a Claim may exist, shall grant NI sole control over the defense and settlement of the Claim, and shall cooperate fully with NI in preparing a defense for any Claim. NI agrees to pay any final judgment or settlement resulting from any Claim, provided that the settlement is entered into in accordance with this Section. NI shall not be liable for a settlement made without its prior written consent. Notwithstanding the foregoing, NI shall have no obligation under this Section for any claim relating to or arising from (a) Customer’s modifications of Hardware, Software and/or Services; (b) failure to use Hardware, Software and/or Services in accordance with the applicable documentation provided by NI; (c) the combination, operation, or use of Hardware, Software or Services with any withany hardware, software and/or service not provided by NI; (d) the compliance of NI with Customer’s specifications or directions, including the incorporation of any software or other materials provided by or requested by Customer; or (e) Non-NI Branded Products. The foregoing states the Customer's sole remedy for, and the entire liability and responsibility of NI for, infringement of any patent, trademark, or copyright or other intellectual property rights. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. In any event, if NI believes in its reasonable opinion the Hardware, Software, and/or or Services may be alleged to be infringing, for the purposes of mitigating any potential damages, NI may, at its sole discretion, (i) procure for the Customer the right to continue to use the Hardware, Software, and/or or Services; (ii) replace them with comparable Hardware, Software or and/or Services that are free of such infringement; or (iii) refund the fees paid by Customer, and in the case of (ii) and (iii) ), Customer shall promptly return the Hardware to NI and/or terminate the use of the Software or Services.

Intellectual Property Liability. NI Tech180 agrees to defend any third-party claim that alleges the Hardware, Software and/or or Services infringe any U.S. patent, copyright, or trademark (“Claim”) PROVIDED THAT ), provided that Customer shall notify NI notifies Tech180 immediately upon learning of any Claim, Claim or any allegation that the grounds for a Claim may exist, shall grant NI grants Tech180 sole control over the defense and settlement of the Claim, Claim and shall cooperate cooperates fully with NI Tech180 in preparing a defense for any Claim. NI Tech180 agrees to pay any final judgment or settlement resulting from any Claim, provided that the settlement is entered into in accordance with this Section. NI Tech180 shall not be liable for a settlement made without its prior written consent. Notwithstanding the foregoing, NI Tech180 shall have no obligation under this Section for any claim relating to or arising from (a) Customer’s modifications of Hardware, Software and/or or Services; (b) failure to use Hardware, Software and/or or Services in accordance with the applicable documentation provided by NITech180; (c) the combination, operation, or use of Hardware, Software or Services with any hardware, software and/or or service not provided by NITech180; (d) the compliance of NI Tech180 with Customer’s specifications or directions, including the incorporation of any software or other materials provided by or requested by Customer; or (e) Non-NI Tech180 Branded Products. The foregoing states the Customer's sole remedy for, and the entire liability and responsibility of NI Tech180 for, infringement of any patent, trademark, or copyright or other intellectual property rights. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. In any event, if NI Tech180 believes in its reasonable opinion the Hardware, Software, and/or or Services may be alleged to be infringing, for the purposes of mitigating any potential damages, NI Tech180 may, at its sole discretion, (i) procure for the Customer the right to continue to use the Hardware, Software, and/or or Services; (ii) replace them with comparable Hardware, Software or Services that are free of such infringement; or (iii) refund the fees paid by Customer, and in . In the case event of either (ii) and or (iii) ), Customer shall promptly return the Hardware to NI Tech180 and/or terminate the use of the Software or Services.

Intellectual Property Liability. NI agrees to defend any third-party claim that alleges the Hardware, Software and/or Services infringe any U.S. patent, copyright, or trademark (“Claim”) PROVIDED THAT Customer shall notify NI immediately upon learning of any Claim, or any allegation that the grounds for a Claim may exist, shall grant NI sole control over the defense and settlement of the Claim, and shall cooperate fully with NI in preparing a defense for any Claim. NI agrees to pay any final judgment or settlement resulting from any Claim, provided that the settlement is entered into in accordance with this Section. NI shall not be liable for a settlement made without its prior written consent. Notwithstanding the foregoing, NI shall have no obligation under this Section for any claim relating to or arising from (a) Customer’s modifications of Hardware, Software and/or Services; (b) failure to use Hardware, Software and/or Services in accordance with the applicable documentation provided by NI; (c) the combination, operation, or use of Hardware, Software or Services with any hardware, software and/or service not provided by NI; (d) the compliance of NI with Customer’s specifications or directions, including the incorporation of any software or other materials provided by or requested by Customer; or (e) Non-NI Branded Products. The foregoing states the Customer's sole remedy for, and the entire liability and responsibility of NI for, infringement of any patent, trademark, or copyright or other intellectual property rights. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. In any event, if NI believes in its reasonable opinion the Hardware, Software, and/or or Services may be alleged to be infringing, for the purposes of mitigating any potential damages, NI may, at its sole discretion, (i) procure for the Customer the right to continue to use the Hardware, Software, and/or or Services; (ii) replace them with comparable Hardware, Software or and/or Services that are free of such infringement; or (iii) refund the fees paid by Customer, and in the case of (ii) and (iii) ), Customer shall promptly return the Hardware to NI and/or terminate the use of the Software or Services.

Intellectual Property Liability. NI agrees to defend any third-party claim that alleges the Hardware, Software and/or or Services infringe any U.S. patent, copyright, or trademark (“Claim”) PROVIDED THAT ), provided that Customer shall notify notifies NI immediately upon learning of any Claim, or any allegation that the grounds for a Claim may exist, shall grant grants NI sole control over the defense and settlement of the Claim, and shall cooperate cooperates fully with NI in preparing a defense for any Claim. NI agrees to pay any final judgment or settlement resulting from any Claim, provided that the settlement is entered into in accordance with this Section. NI shall not be liable for a settlement made without its prior written consent. Notwithstanding the foregoing, NI shall have no obligation under this Section for any claim relating to or arising from (a) Customer’s modifications of Hardware, Software and/or or Services; (b) failure to use Hardware, Software and/or or Services in accordance with the applicable documentation provided by NI; (c) the combination, operation, or use of Hardware, Software or Services with any hardware, software and/or or service not provided by NI; (d) the compliance of NI with Customer’s specifications or directions, including the incorporation of any software or other materials provided by or requested by Customer; or (e) Non-NI Branded Products. The foregoing states the Customer's sole remedy for, and the entire liability and responsibility of NI for, infringement of any patent, trademark, or copyright or other intellectual property rights. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. In any event, if NI believes in its reasonable opinion the Hardware, Software, and/or or Services may be alleged to be infringing, for the purposes of mitigating any potential damages, NI may, at its sole discretion, (i) procure for the Customer the right to continue to use the Hardware, Software, and/or or Services; (ii) replace them with comparable Hardware, Software or Services that are free of such infringement; or (iii) refund the fees paid by Customer, and in the case event of either (ii) and or (iii) Customer shall promptly return the Hardware to NI and/or terminate the use of the Software or Services.

Intellectual Property Liability. NI Xxxxxx agrees to defend any third-party claim that alleges the Hardware, Software and/or or Services infringe any U.S. patent, copyright, or trademark (“Claim”) PROVIDED THAT ), provided that Customer shall notify NI notifies Seller immediately upon learning of any Claim, Claim or any allegation that the grounds for a Claim may exist, shall grant NI grants Seller sole control over the defense and settlement of the Claim, Claim and shall cooperate cooperates fully with NI Seller in preparing a defense for any Claim. NI Xxxxxx agrees to pay any final judgment or settlement resulting from any Claim, provided that the settlement is entered into in accordance with this Section. NI Seller shall not be liable for a settlement made without its prior written consent. Notwithstanding the foregoing, NI Seller shall have no obligation under this Section for any claim relating to or arising from (a) Customer’s modifications of Hardware, Software and/or or Services; (b) failure to use Hardware, Software and/or or Services in accordance with the applicable documentation provided by NISeller; (c) the combination, operation, or use of Hardware, Software or Services with any hardware, software and/or or service not provided by NISeller; (d) the compliance of NI Seller with Customer’s specifications or directions, including the incorporation of any software or other materials provided by or requested by Customer; or (e) Non-NI Seller Branded Products. The foregoing states the Customer's ’s sole remedy for, and the entire liability and responsibility of NI Seller for, infringement of any patent, trademark, or copyright or other intellectual property rights. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. In any event, if NI believes in its reasonable opinion the Hardware, Software, and/or Services may be alleged to be infringing, for the purposes of mitigating any potential damages, NI may, at its sole discretion, (i) procure for the Customer the right to continue to use the Hardware, Software, and/or Services; (ii) replace them with comparable Hardware, Software or Services that are free of such infringement; or (iii) refund the fees paid by Customer, and in the case of (ii) and (iii) Customer shall promptly return the Hardware to NI and/or terminate the use of the Software or Services.AGAINST

Intellectual Property Liability. NI agrees to defend any third-party claim that alleges the Hardware, Software and/or Services infringe any U.S. patent, copyright, or trademark (“Claim”) PROVIDED THAT Customer shall notify NI immediately upon learning of any Claim, or any allegation that the grounds for a Claim may exist, shall grant NI sole control over the defense and settlement of the Claim, and shall cooperate fully with NI in preparing a defense for any Claim. NI agrees to pay any final judgment or settlement resulting from any Claim, provided that the settlement is entered into in accordance with this Section. NI shall not be liable for a settlement made without its prior written consent. Notwithstanding the foregoing, NI shall have no obligation under this Section for any claim relating to or arising from (a) Customer’s modifications of Hardware, Software and/or Services; (b) failure to use Hardware, Software and/or Services in accordance with the applicable documentation provided by NI; (c) the combination, operation, or use of Hardware, Software or Services with any hardware, software and/or service not provided by NI; (d) the compliance of NI with Customer’s specifications or directions, including the incorporation of any software or other materials provided by or requested by Customer; or (e) Non-NI Branded Products. The foregoing states the Customer's sole remedy for, and the entire liability and responsibility of NI for, infringement of any patent, trademark, or copyright or other intellectual property rights. THIS LIMITED INDEMNITY IS IN LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT. In any event, if NI believes in its reasonable opinion the Hardware, Software, and/or or Services may be alleged to be infringing, for the purposes of mitigating any potential damages, NI may, at its sole discretion, (i) procure for the Customer the right to continue to use the Hardware, Software, and/or or Services; (ii) replace them with comparable Hardware, Software or and/or Services that are free of such infringement; or (iii) refund the fees paid by Customer, and in the case of (ii) and (iii) Customer shall promptly return the Hardware to NI and/or terminate the use of the Software or Services.