INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 11.1 SDSD will indemnify the Customer against any damages (including reasonable costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation, possession or use of the Licensed Materials by the Customer in accordance with the terms of this Agreement infringes the intellectual property rights (including without limitation any patent copyright database right registered design or trade mark rights) of the said third party, provided that the Customer:
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. A9.1 Without prejudice to any rights or remedies of DCLG the Contractor shall indemnify and keep indemnified DCLG, its servants and agents fully against all actions, claims, proceedings, damages, legal costs, expenses and any other liabilities whatsoever arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights arising out of, in respect of or in connection with the Contract except to the extent that the infringement or alleged infringement is due to material furnished or made available to the Contractor by DCLG. This indemnity covers claims concerning an actual or alleged infringement by DCLG if the infringement arises as a consequence of any actual or alleged infringement of an Intellectual Property Right by or on behalf of the Contractor.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 11.1 Subject to clause 11.4, the Supplier shall defend the Customer against any third Party claim that the Customer’s use or possession of any of the Services or the Materials as authorised under this Agreement infringes the Intellectual Property Rights of a third Party (an "IPR Claim"), and indemnify and hold the Customer harmless from and against any damages finally awarded by a court of competent jurisdiction or required to be paid under the terms of a settlement as a direct result of the IPR Claim, provided that:
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies the End-User against any claim that the normal Use or possession of the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) infringes intellectual property rights of any third party, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doing.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 10.1 The Service Provider shall promptly notify Transnet, in writing, of any infringement or apparent or threatened infringement [or any circumstances which may potentially give rise to an infringement] of or any actions, claims or demands in relation to any Intellectual Property Rights [whether occurring during or after the termination of this Agreement] and shall provide to Transnet all assistance which Transnet may reasonably require in connection herewith including, but not limited to, the prosecution of any rights in relation to such Intellectual Property Rights.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. SILVERSANDS shall indemnify THE CLIENT and keep THE CLIENT and its employees and agents indemnified from and against the costs and expenses of defending any Claim and discharging any settlement or judgement (whether determined by court of competent jurisdiction or otherwise). Any such costs and expenses shall include reasonable legal fees, suffered or incurred by THE CLIENT as a result of any Claim. For the purposes of this Clause 6.2 a ‘Claim’ shall mean any claim by a third party that SILVERSANDS Materials and/or Deliverables provided under the relevant Schedule (A) infringe or allegedly infringe the intellectual property rights of that party except to the extent that the Claim arises from (i) the use of the Deliverables other than as intended for the purposes of the Project, including combination of the Deliverables with a software or hardware product, programme or data not supplied by SILVERSANDS, (ii) any adaptation or modification of any Deliverables not undertaken by XXXXXXXXXXX, provided that THE CLIENT: ▪ Upon becoming aware of any infringement or allegations of infringement promptly notifies SILVERSANDS of the same; ▪ Makes no admissions or incurs any avoidable costs without SILVERSANDS consent; ▪ Supplies all assistance and co-operation that SILVERSANDS may reasonably require. The CLIENT shall allow SILVERSANDS to conduct the defence of the claim and SILVERSANDS shall consult with and pay due regard to the interest and views of the CLIENT (acting reasonably) in the conduct of such defence subject always to SILVERSANDS’ rights to conduct the defence in its sole discretion. The CLIENT shall provide all reasonable assistance at SILVERSANDS’ expense in connection with any negotiations and litigation arising from such claims. Where there is any Claim of infringement or alleged infringement as referred to in this Clause 6.2 and such Claim causes the CLIENT's use of SILVERSANDS Materials and/or Deliverables under the relevant Work Order to be disrupted or materially impaired, SILVERSANDS shall, at its own expense, following consultation with the CLIENT, but at its own discretion either: ▪ Procure for the benefit of the CLIENT the right to continue to use the items as referred to in Clause 6.2; or ▪ Modify or replace the infringing or potentially infringing items as referred to in Clause 6.2 so that there is no infringement or potential infringement provided that such modification or replacement shall not substantially affect the functionality of the it...
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 13.1 The Supplier will indemnify and hold harmless the Customer from and against all claims, liabilities, proceedings, costs, damages losses or expenses that may be incurred by the Customer arising from or in any way connected with any claim or action that the normal operation possession or use of any services provided under this Agreement (including Services, Support and Maintenance) or of the Licensed Program Materials by the Customer infringes the intellectual property rights of any third party (an “Intellectual Property Infringement”), provided that the Customer agrees to:
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 The Licensor shall indemnify and hold the Licensee harmless from all damages, claims, legal fees and costs incurred by the Licensee in respect of any third-party claim or action concerning the ownership or use of the Software or the Intellectual Property Rights in the Software, provided that:
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Frog shall indemnify the Customer against all costs and damages awarded under any final judgment by a court of competent jurisdiction (or which are agreed by Frog in settlement) in respect of any claim that the Customer’s possession or use of the Frog Software in accordance with this Agreement infringes the Intellectual Property Rights of any third party.
