INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 24.1 Subject to Clause 13, each Party (the “Indemnifying Party”) shall indemnify the other Party (the “Indemnified Party”) against all claims and proceedings arising directly from infringement (or alleged infringement) of any Intellectual Property Rights enforceable in any country in which Service is provided, by reason of the Customer's use of any Service or any item provided as part of the Service. As a condition of this indemnity the Indemnified Party shall:
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 25.1 Subject to the provisions set forth hereinafter and in Article 26. NON-INFRINGEMENT OF RIGHTS clause herein, TAEC shall defend, indemnify, and hold Customer harmless from and against all damages, obligations, causes of action, suits, or injuries of any kind arising from any actual or claimed infringement of United States, Canada, Mexico, Japan and European Community patents, mask work rights, or copyrights with respect to TAEC’s design or TAEC’s manufacturing of the Prototypes or Products; provided that:
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 13.1 In the event that proceedings are commenced or threatened by an unaffiliated third party against the Customer or a Related Body Corporate (a “Claim”) alleging that the Customer’s or Re- lated Body Corporate’s use of the Solution as expressly allowed by this Agreement constitutes an infringement of Intellectual Property Rights and subject to clauses 13.2 and 13.4, the Supplier will defend at its expense and indemnify and hold the Custom- er and the Related Bodies Corporate where relevant (“Indemnitees”) harmless from any Claim by paying any liabilities or damages that are finally awarded against the Indemnitees, or agreed with the Supplier in settlement, with respect to any such Claim. The Customer or Related Body Corpo- rate, as the case may be, will provide all reasonable cooperation, information and assistance to the Supplier in the conduct of the defence of such proceedings.
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION a. Subject to the provisions of subsection d below, XXXXXX will indemnify and hold Customer, its Affiliates, and their officers, directors, employees and distributors, customers and end users harmless from and against all claims, causes of action, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) asserted by third parties which arise out of a claim that Software Services or Hardware Platforms infringe any patent, copyright or trade secret rights of a third party. The foregoing indemnification shall not apply in the event that and to the extent such claim arises as a result of:
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 8.1 Subject to the provisions set forth herein, Licensor shall, at its own expense, defend any suit brought against Licensee insofar as such suit is based upon a claim that the Development or Run-Time Software in the form as delivered by Licensor hereunder and not modified in any way by Licensee, alone and not in combination with any other product, directly infringes any third party United States patent, copyright, trade secret or other intellectual property right (“third party IP Rights”) when used in accordance with the terms of this Agreement, provided ******* - Material has been omitted and filed separately with the Commission. however that Licensor is notified promptly in writing by Licensee of such claim or suit for infringement, is given full authority, at Licensor’s option, to settle or conduct the defense thereof and is provided all information and reasonable assistance by Licensee in connection therewith. In case these conditions have been met Licensor shall indemnify Licensee against any final award of damages and costs in such suit. In case a third party refuses to grant a license with a royalty based on the purchase price of the Development or Run-Time Software, Licensor will only reimburse Licensee with an equitable percentage of the product price. Licensor shall not reimburse costs and expenses made by Licensee without Licensor’s prior written consent. In the event that the use of Development or Run-Time Software is held to constitute an infringement, or in Licensor’s opinion such claim is likely to succeed, Licensor shall, at its option and at its expense, either obtain for Licensee the right to continue using the Development Software or Run-Time Software, substitute other software with equivalent functional capabilities, modify the Development Software or Run-Time Software so that it is no longer infringing while retaining equivalent functions or terminate this Agreement and refund the pro-rata royalties paid by Licensee under Addendum C of this Agreement, in which case the applicable provisions of Sections 7.3 and 7.4 shall apply correspondingly.
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 13.1 Subject to the provisions as set forth herein below, Seller shall defend, indemnify, and hold Buyer, its Affiliates and customers, and their officers, directors, stockholders and employees (“Buyer Indemnitees”), harmless from and against all demands, liabilities, losses, penalties, damages, obligations, causes of action, suits, claims, proceedings or injuries of any kind (collectively, “Claims”) arising from any actual or claimed infringement, violation or misappropriation of patents, mask work rights, copyrights or trade secret rights with respect to the Products or any use of the Products.
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. Subtenant acknowledges the shared nature of the 409 Building and the fact that various business entities and FibroGen’s agents and employees may occupy portions of the 409 Building during the term of this Sublease. It is expressly understood that FibroGen can not guarantee Subtenant’s privacy and protect its trade secrets within the 409 Building. With respect to any and all claims arising out of or connected to a breach of Subtenant’s privacy and protection of its trade secrets associated with Subtenant’s intellectual property rights, Subtenant hereby agrees to indemnify and hold FibroGen harmless against said claims.
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. Subject to terms and conditions of this Agreement, Customer shall indemnify, defend and hold harmless HARBEC and its officers, directors, employees, agents, Affiliates, successors and permitted assigns (collectively Harbec’s Indemnified Parties) from and against all Losses awarded against HARBEC’s Indemnified Parties, without limitation and including reasonable attorneys’ fees, arising out of any Claim of a third party alleging that any of the Items infringe any Intellectual Property Right of a third party. If the Items, or any part of the Items, becomes, or in Customer's reasonable opinion is likely to become, subject to a third-party Claim that qualifies for intellectual property indemnification coverage under this Section, Customer shall, at its sole discretion, either (i) procure for HARBEC the right to continue to use and manufacture such Items; or (ii) terminate any P.O. to the extent related to such Item. In the event of any such termination, Customer shall immediately become responsible for payments on all costs associated, including but not limited to: material costs, work-in-process notify HARBEC in writing. At which time HARBEC, at its sole discretion, may cease using or manufacturing all or a part of the Items, in which case Customer shall immediately be liable for payments on all completed Items in inventory and /or work-in-process of such Items.
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. I3S shall defend, indemnify and hold harmless ARCHSTONE, its directors, trustees, officers, shareholders, employees and agents and its successors and assigns, from and against any and all claims, demands, actions, liabilities, losses, damages and expenses, including, without limitation, settlement costs and reasonable attorneys' fees, arising out of or relating to any actual or alleged infringement of any third party's trade secrets, trademark, service mark, xxpyright, patent or other intellectual property rights (the "Intellectual Property Rights") in connection with the use of said Intellectual Property Rights hereunder. I3S's obligation pursuant to the immediately preceding sentence is subject to the following conditions: (i) ARCHSTONE shall give I3S prompt written notice of all actions, claims or threats against ARCHSTONE of infringement or violation of Intellectual Property Rights (provided, however, that failure to give such notice shall not limit I3S's indemnification obligations hereunder); (ii) ARCHSTONE shall permit I3S to elect to assume complete control of such claims at I3S's sole discretion and expense; and (iii) ARCHSTONE shall cooperate fully with I3S, at I3S's sole cost and expense, in defending against claims, including making known or available to the indemnifying party, upon reimbursement of all costs associated with provision or reproduction of, all records and document pertaining to claims. I3S shall not enter into a settlement that imposes liability on ARCHSTONE without ARCHSTONE's consent, which consent shall not be unreasonably withheld, delayed or conditioned.
INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. I3S shall defend, indemnify and hold harmless SEREN, its directors, officers, shareholders, employees and agents and its successors and assigns, from and against any and all claims, demands, actions, liabilities, losses, damages and expenses, including, without limitation, settlement costs and reasonable attorneys' fees, arising out of or relating to any actual or alleged infringement of any third party's trade secrets, trademark, HSDS mark, xxpyright, patent or other intellectual property rights (the "Intellectual Property Rights") in connection with the use of said Intellectual Property Rights hereunder. I3S's obligation pursuant to the immediately preceding sentence is subject to the following conditions: (i) SEREN shall give I3S prompt written notice of all actions, claims or threats against SEREN of infringement or violation of Intellectual Property Rights; (ii) SEREN shall permit I3S to elect to assume complete control of such claims at its sole discretion and expense; and (iii) SEREN shall cooperate fully with I3S in defending against claims, including making known or available to the indemnifying party, upon reimbursement of all costs associated with provision or reproduction of, all records and document pertaining to claims.
