Common use of Intellectual Property Liability Clause in Contracts

Intellectual Property Liability. to the extent this Contract contemplates intellectual property exposures, arising directly or indirectly out of any allegation that the Services, any product generated by the Services, or any part of the Services as contemplated in this Contract, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right. If in any suit or proceeding, the Services, or any product generated by the Services, is held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall, immediately, make every reasonable effort to secure within 60 days, for the Indemnified Parties a license, authorizing the continued use of the Service or product. If the Indemnifying Parties fail to secure such a license for the Indemnified Parties, then the Indemnifying Parties shall replace the Service or product with a non-infringing Service or product or modify such Service or product in a way satisfactory to Buyer, so that the Service or product is non-infringing. If an Indemnifying Party exercises its rights under this Contract, the Indemnifying Party will (1) provide reasonable notice to the Indemnified Parties of the applicable claim or liability, and (2) allow Indemnified Parties, at their own expense, to participate in the litigation of such claim or liability to protect their interests. The scope and terms of the indemnity obligations herein described are separate and apart from, and shall not be limited by any insurance provided pursuant to the Contract or otherwise. Such terms of indemnity shall survive the expiration or termination of the Contract. The indemnity obligations of the Indemnifying Parties described above shall not, however, include claims, suits, actions, losses, damages, injuries, liabilities, fines, penalties, costs and expenses of whatsoever kind or nature (including, but not limited to, court, investigation and defense costs, and reasonable expert and attorney’s fees), which may be incurred by, charged to or recovered from any of the foregoing Indemnified Parties in connection with the Transportation Project, the EDTF Agreement or this Agreement to the extent that they arise from the sole negligence or fault of the Indemnified Parties. In the event that any portion of the scope or terms of this indemnity is in derogation of Section 725.06 or 725.08 of the Florida Statutes, all other terms of this indemnity shall remain in full force and effect. Further, any term which offends Section 725.06 or 725.08 of the Florida Statutes will be modified to comply with said statutes. Company’s contractor/subcontractor/consultant/subconsultant shall indemnify, defend, save and hold harmless FDOT and all of its officers, agents or employees from all suits, actions, claims, demands, liability of any nature whatsoever arising out of, because of, or due to any negligent act or occurrence of omission or commission of the contractor / subcontractor / consultant / subconsultant, its officers, agents or employees. The Company’s indemnifications hereunder shall survive the expiration or earlier termination of this Agreement.

Intellectual Property Liability. to the extent this Contract contemplates intellectual property exposures, arising directly or indirectly out of any allegation that the Services, any product generated by the Services, or any part of the Services as contemplated in this Contract, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right. If in any suit or proceeding, the Services, or any product generated by the Services, is held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall, immediately, make every reasonable effort to secure within 60 days, for the Indemnified Parties a license, authorizing the continued use of the Service or product. If the Indemnifying Parties fail to secure such a license for the Indemnified Parties, then the Indemnifying Parties shall replace the Service or product with a non-infringing Service or product or modify such Service or product in a way satisfactory to Buyer, so that the Service or product is non-non infringing. If an Indemnifying Party exercises its rights under this Contract, the Indemnifying Party will (1) provide reasonable notice to the Indemnified Parties of the applicable claim or liability, and (2) allow Indemnified Parties, at their own expense, to participate in the litigation of such claim or liability to protect their interests. The scope and terms of the indemnity obligations herein described are separate and apart from, and shall not be limited by any insurance provided pursuant to the Contract or otherwise. Such terms terns of indemnity shall survive the expiration or termination of the Contract. The indemnity obligations of the Indemnifying Parties described above shall not, however, include claims, suits, actions, losses, damages, injuries, liabilities, fines, penalties, costs and expenses of whatsoever kind or nature (including, but not limited to, court, investigation and defense costs, and reasonable expert and attorney’s fees), which may be incurred by, charged to or recovered from any of the foregoing Indemnified Parties in connection with the Transportation Project, the EDTF Agreement or this Agreement to the extent that they arise from the sole negligence or fault of the Indemnified Parties. In the event that any portion of the scope or terms of this indemnity is in derogation of Section 725.06 or 725.08 of the Florida Statutes, all other terms of this indemnity shall remain in full force and effect. Further, any term which offends Section 725.06 or 725.08 of the Florida Statutes will be modified to comply with said statutes. Company’s contractorEXHIBIT I- INSURANCE REQUIREMENTS Without limiting its liability under this Contract, Contractor shall at all times during the term of this Contract procure prior to commencement of work and maintain at its sole expense during the life of this Contract (and Contractor shall require its, subcontractors, laborers, materialmen and suppliers to provide, as applicable), insurance of the types and limits not less than amounts stated below: Insurance Coverages Schedule Limits Worker's Compensation Florida Statutory Coverage Employer's Liability $ 100,000 Each Accident $ 500,000 Disease Policy Limit $100,000 Each Employee/subcontractor/consultant/subconsultant Disease This insurance shall indemnifycover the Contractor (and, defendto the extent they are not otherwise insured, save its subcontractors) for those sources of liability which would be covered by the latest edition of the standard Workers' Compensation policy, as filed for use in the State of Florida by the National Council on Compensation Insurance (NCCI), without any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State of Florida, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e.,mandatory endorsements). In addition to coverage for the Florida Workers' Compensation Act, where appropriate, coverage is to be included for the Federal Employers' Liability Act, USL&H and hold harmless FDOT Xxxxx, and any other applicable federal or state law. Commercial General Liability $2,000,000 General Aggregate $2,000,000 Products & Comp. Ops. Agg. $1,000,000 Personal/ Advertising Injury $1,000,000 Each Occurrence $ 50,000 Fire Damage $ 5,000 Medical Expenses Such insurance shall be no more restrictive than that provided by the most recent version of the standard Commercial General Liability Form (ISO Form CG 00 01) as filed for use in the State of Florida without any restrictive endorsements other than those reasonably required by the City's Office of Insurance and Risk Management. An Excess Liability policy or Umbrella policy can be used to satisfy the above limits. Automobile Liability $1,000,000 Each Occurrence-Combined Single Limit (Coverage for all automobiles, owned, hired or non-owned used in performance of its officersthe Services) Such insurance shall be no more restrictive than that provided by the most recent version of the standard Business Auto Coverage Form (ISO Form CAOOOl) as filed for use in the State of Florida without any restrictive endorsements other than those which are required by the State of Florida, agents or employees from all suitsequivalent manuscript form, actionsmust be attached to the policy equivalent endorsement as filed with ISO (i.e., claims, demands, mandatory endorsement). Professional Liability $1,000,000 per Claim and Aggregate Such insurance shall be on a form acceptable to the City and shall cover for those sources of liability of any nature whatsoever arising out of, because of, or due to any negligent act or occurrence of omission or commission of the contractor / subcontractor / consultant / subconsultantrendering or failure to render the services required in this contract. Such coverage must be provided on an Occurrence Form or, its officersif on a Claims Made Form, agents or employees. The Company’s indemnifications hereunder shall survive the expiration or earlier termination retroactive date must be no later than the first date of this Agreement.contract and such claims-made coverage must respond to all claims reported within three years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. Sexual Molestation $1,000,000 Per Claim $2,000,000 Aggregate Sexual Molestation Liability coverage will be provided on an Occurrence Form or a Claims Made Form with a retroactive date to at least the first date of this Contract. If provided on a Claim Made Form, the coverages must respond to all claims reported within three years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. Accident Medical, Dismemberment and Death $15,000 Per Participant

Intellectual Property Liability. to the extent this Contract contemplates intellectual property exposures, arising directly or indirectly out of any allegation that the Services, any product generated by the Services, or any part of the Services as contemplated in this Contract, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right. If in any suit or proceeding, the Services, or any product generated by the Services, is held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall, immediately, make every reasonable effort to secure within 60 days, for the Indemnified Parties a license, authorizing the continued use of the Service or product. If the Indemnifying Parties fail to secure such a license for the Indemnified Parties, then the Indemnifying Parties shall replace the Service or product with a non-infringing Service or product or modify such Service or product in a way satisfactory to Buyer, so that the Service or product is non-infringing. If an Indemnifying Party exercises its rights under this Contract, the Indemnifying Party will (1) provide reasonable notice to the Indemnified Parties of the applicable claim or liability, and (2) allow Indemnified Parties, at their own expense, to participate in the litigation of such claim or liability to protect their interests. The scope and terms of the indemnity obligations herein described are separate and apart from, and shall not be limited by any insurance provided pursuant to the Contract or otherwise. Such terms of indemnity shall survive the expiration or termination of the Contract. The indemnity obligations of the Indemnifying Parties described above shall not, however, include claims, suits, actions, losses, damages, injuries, liabilities, fines, penalties, costs and expenses of whatsoever kind or nature (including, but not limited to, court, investigation and defense costs, and reasonable expert and attorney’s fees), which may be incurred by, charged to or recovered from any of the foregoing Indemnified Parties in connection with the Transportation Project, the EDTF Agreement or this Agreement to the extent that they arise from the sole negligence or fault of the Indemnified Parties. In the event that any portion of the scope or terms of this indemnity is in derogation of Section 725.06 or 725.08 of the Florida Statutes, all other terms of this indemnity shall remain in full force and effect. Further, any term which offends Section 725.06 or 725.08 of the Florida Statutes will be modified to comply with said statutes. Company’s contractor/subcontractor/consultant/subconsultant shall indemnify, defend, save and hold harmless FDOT and all of its officers, agents or employees from all suits, actions, claims, demands, liability of any nature whatsoever arising out of, because of, or due to any negligent act or occurrence of omission or commission of the contractor / subcontractor / consultant / subconsultant, its officers, agents or employees. The Company’s indemnifications hereunder shall survive the expiration or earlier termination of this Agreement.

Intellectual Property Liability. to the extent this Contract contemplates intellectual property exposures, arising directly or indirectly out of any allegation that the Services, any product generated by the Services, or any part of the Services as contemplated in this Contract, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right. If in any suit or proceeding, the Services, or any product products generated by the Services, is are held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall, immediately, make every reasonable effort to secure within 60 days, for the Indemnified Parties a license, authorizing the continued use of the Service or product. If the Indemnifying Parties fail to secure such a license for the Indemnified Parties, then the Indemnifying Parties shall replace the Service or product with a non-infringing Service or product or modify such Service or product in a way satisfactory to Buyer, so that the Service or product is non-infringing. If an Indemnifying Party exercises its rights under this Contract, the Indemnifying Party will (1) provide reasonable notice to the Indemnified Parties of the applicable claim or liability, and (2) allow Indemnified Parties, at their own expense, to participate in the litigation of such claim or liability to protect their interests. The scope and terms of the indemnity obligations herein described are separate and apart from, and shall not be limited by any insurance provided pursuant to the Contract or otherwise. Such terms of indemnity shall survive the expiration or termination of the Contract. The indemnity obligations of the Indemnifying Parties described above shall not, however, include claims, suits, actions, losses, damages, injuries, liabilities, fines, penalties, costs and expenses of whatsoever kind or nature (including, but not limited to, court, investigation and defense costs, and reasonable expert and attorney’s fees), which may be incurred by, charged to or recovered from any of the foregoing Indemnified Parties in connection with the Transportation Project, the EDTF Agreement or this Agreement to the extent that they arise from the sole negligence or fault of the Indemnified Parties. In the event that any portion of the scope or terms of this indemnity is in derogation of Section 725.06 or 725.08 of the Florida Statutes, all other terms of this indemnity shall remain in full force and effect. Further, any term which offends Section 725.06 or 725.08 of the Florida Statutes will be modified to comply with said statutes. CompanyEXHIBIT E INSURANCE REQUIREMENTS Without limiting its liability under this Contract, Recipient shall at all times during the term of this Contract procure prior to commencement of work and maintain at its sole expense during the life of this Contract (and Recipient shall require its, subcontractors, laborers, materialmen and suppliers to provide, as applicable), insurance of the types and limits not less than amounts stated below: Insurance Coverages Schedule Limits Worker’s contractorCompensation Florida Statutory Coverage Employer’s Liability $ 100,000 Each Accident $ 500,000 Disease Policy Limit $ 100,000 Each Employee/subcontractor/consultant/subconsultant Disease This insurance shall indemnifycover the Recipient (and, defendto the extent they are not otherwise insured, save and hold harmless FDOT and all its subcontractors) for those sources of its officersliability which would be covered by the latest edition of the standard Workers’ Compensation policy, agents or employees from all suitsas filed for use in the State of Florida by the National Council on Compensation Insurance (NCCI), actionswithout any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), claims, demands, liability those which are required by the State of any nature whatsoever arising out of, because ofFlorida, or due any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers’ Compensation Act, where appropriate, coverage is to be included for the Federal Employers’ Liability Act, USL&H and Xxxxx, and any negligent act other applicable federal or occurrence of omission or commission state law. Commercial General Liability $2,000,000 General Aggregate $2,000,000 Products & Comp. Ops. Agg. $1,000,000 Personal/Advertising Injury $1,000,000 Each Occurrence $ 50,000 Fire Damage $ 5,000 Medical Expenses Such insurance shall be no more restrictive than that provided by the most recent version of the contractor / subcontractor / consultant / subconsultantstandard Commercial General Liability Form (ISO Form CG 00 01) as filed for use in the State of Florida without any restrictive endorsements other than those reasonably required by the City’s Office of Insurance and Risk Management. An Excess Liability policy or Umbrella policy can be used to satisfy the above limits. Automobile Liability $1,000,000 Combined Single Limit (Coverage for all automobiles, its officersowned, agents hired or employeesnon-owned used in performance of the Services) Such insurance shall be no more restrictive than that provided by the most recent version of the standard Business Auto Coverage Form (ISO Form CA0001) as filed for use in the State of Florida without any restrictive endorsements other than those which are required by the State of Florida, or equivalent manuscript form, must be attached to the policy equivalent endorsement as filed with ISO (i.e., mandatory endorsement). The Company’s indemnifications hereunder shall survive the expiration or earlier termination Professional Liability $1,000,000 per Claim $2,000,000 Aggregate Any entity hired to perform professional services as a part of this Agreementcontract shall maintain professional liability coverage on an Occurrence Form or a Claims Made Form with a retroactive date to at least the first date of this Contract and with a three year reporting option beyond the annual expiration date of the policy. Sexual Molestation $1,000,000 Per Claim $2,000,000 Aggregate (Only if program includes direct supervision of children, special needs, and/or senior citizens) Sexual Molestation Liability coverage will be provided on an Occurrence Form or a Claims Made Form with a retroactive date to at least the first date of this Contract. If provided on a Claim Made Form, the coverages must respond to all claims reported within three years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis.

Intellectual Property Liability. to the extent this Contract contemplates intellectual property exposures, arising directly or indirectly out of any allegation that the Services, any product generated by the Services, or any part of the Services as contemplated in this Contract, constitutes an infringement of any copyright, patent, trade secret or any other intellectual property right. If in any suit or proceeding, the Services, or any product generated by the Services, is held to constitute an infringement and its use is permanently enjoined, the Indemnifying Parties shall, immediately, make every reasonable effort to secure within 60 days, for the Indemnified Parties a license, authorizing the continued use of the Service or product. If the Indemnifying Parties fail to secure such a license for the Indemnified Parties, then the Indemnifying Parties shall replace the Service or product with a non-infringing Service or product or modify such Service or product in a way satisfactory to BuyerKHA, so that the Service or product is non-infringing. If an Indemnifying Party exercises its rights under this Contract, the Indemnifying Party will (1) provide reasonable notice to the Indemnified Parties of the applicable claim or liability, and (2) allow Indemnified Parties, at their own expense, to participate in the litigation of such claim or liability to protect their interests. The scope and terms of the indemnity obligations herein described are separate and apart from, and shall not be limited by any insurance provided pursuant to the this Contract or otherwise. Such terms of indemnity shall survive the expiration or termination of the this Contract. The indemnity obligations of the Indemnifying Parties described above shall not, however, include claims, suits, actions, losses, damages, injuries, liabilities, fines, penalties, costs and expenses of whatsoever kind or nature (including, but not limited to, court, investigation and defense costs, and reasonable expert and attorney’s fees), which may be incurred by, charged to or recovered from any of the foregoing Indemnified Parties in connection with the Transportation Project, the EDTF Agreement or this Agreement to the extent that they arise from the sole negligence or fault of the Indemnified Parties. In the event that any portion of the scope or terms of this indemnity is in derogation of Section 725.06 or 725.08 of the Florida Statutes, all other terms of this indemnity shall remain in full force and effect. Further, any term which offends Section 725.06 or 725.08 of the Florida Statutes will be modified to comply with said statutes. CompanyEXHIBIT F INSURANCE REQUIREMENTS Without limiting its liability under this Contract, Contractor shall at all times during the term of this Contract procure prior to commencement of work and maintain at its sole expense during the life of this Contract (and Contractor shall require its, subcontractors, laborers, materialmen and suppliers to provide, as applicable), insurance of the types and limits not less than amounts stated below: Insurance Coverages Schedule Limits Worker’s contractorCompensation Florida Statutory Coverage Employer’s Liability $ 100,000 Each Accident $ 500,000 Disease Policy Limit $ 100,000 Each Employee/subcontractorDisease This insurance shall cover the Contractor (and, to the extent they are not otherwise insured, its subcontractors) for those sources of liability which would be covered by the latest edition of the standard Workers’ Compensation policy, as filed for use in the State of Florida by the National Council on Compensation Insurance (NCCI), without any restrictive endorsements other than the Florida Employers Liability Coverage Endorsement (NCCI Form WC 09 03), those which are required by the State of Florida, or any restrictive NCCI endorsements which, under an NCCI filing, must be attached to the policy (i.e., mandatory endorsements). In addition to coverage for the Florida Workers’ Compensation Act, where appropriate, coverage is to be included for the Federal Employers’ Liability Act, USL&H and Xxxxx, and any other applicable federal or state law. $2,000,000 General Aggregate $2,000,000 Products & Comp. Ops. Agg. $1,000,000 Personal/consultant/subconsultant Advertising Injury $1,000,000 Each Occurrence $ 50,000 Fire Damage $ 5,000 Medical Expenses Commercial General Liability Such insurance shall indemnifybe no more restrictive than that provided by the most recent version of the standard Commercial General Liability Form (ISO Form CG 00 01) as filed for use in the State of Florida without any restrictive endorsements other than those reasonably required by the City’s Office of Insurance and Risk Management. An Excess Liability policy or Umbrella policy can be used to satisfy the above limits. Automobile Liability $1,000,000 Each Occurrence – Combined Single Limit (Coverage for all automobiles, defendowned, save hired or non-owned used in performance of the Services) Such insurance shall be no more restrictive than that provided by the most recent version of the standard Business Auto Coverage Form (ISO Form CA0001) as filed for use in the State of Florida without any restrictive endorsements other than those which are required by the State of Florida, or equivalent manuscript form, must be attached to the policy equivalent endorsement as filed with ISO (i.e., mandatory endorsement). Professional Liability $1,000,000 per Claim and hold harmless FDOT Aggregate Such insurance shall be on a form acceptable to the City and all shall cover for those sources of its officers, agents or employees from all suits, actions, claims, demands, liability of any nature whatsoever arising out of, because of, or due to any negligent act or occurrence of omission or commission of the contractor / subcontractor / consultant / subconsultantrendering or failure to render the services required in this contract. Such coverage must be provided on an Occurrence Form or, its officersif on a Claims Made Form, agents or employees. The Company’s indemnifications hereunder shall survive the expiration or earlier termination retroactive date must be no later than the first date of this Agreementcontract and such claims-made coverage must respond to all claims reported within three years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis. Sexual Molestation $1,000,000 Per Claim $2,000,000 Aggregate Sexual Molestation Liability coverage will be provided on an Occurrence Form or a Claims Made Form with a retroactive date to at least the first date of this Contract. If provided on a Claim Made Form, the coverages must respond to all claims reported within three years following the period for which coverage is required and which would have been covered had the coverage been on an occurrence basis.