Common use of Intellectual Property Warranty and Indemnification Clause in Contracts

Intellectual Property Warranty and Indemnification. Contractor represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor to produce, at Contractor’s own expense, new non-infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor further agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor receives payment under this Contract, City shall be entitled, upon written notice to Contractor, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Contractor Design Professional represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract contract are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor Design Professional to produce, at ContractorDesign Professional’s own expense, new non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor Design Professional further agrees to indemnify, defend, indemnify and hold harmless the City, its elected officials, officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services services, Deliverable Materials, or works Works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor Design Professional receives payment under this Contractcontract, City shall be entitled, upon written notice to ContractorDesign Professional, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Contractor Consultant represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract contract are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor Consultant to produce, at ContractorConsultant’s own expense, new non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor Consultant further agrees to indemnify, defend, indemnify and hold harmless the City, its elected officials, officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services services, Deliverable Materials, or works Works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor Consultant receives payment under this Contractcontract, City shall be entitled, upon written notice to ContractorConsultant, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Contractor Design Professional represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract contract are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor Design Professional to produce, at ContractorDesign Professional’s own expense, new non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor Design Professional further agrees to indemnify, defend, indemnify and hold harmless the City, its elected officials, officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services services, Deliverable Materials, or works Works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor Design Professional receives payment under this Contractcontract, City shall be entitled, upon written notice to ContractorDesign Professional, to withhold some or all of such payment.payment.‌

Intellectual Property Warranty and Indemnification. Contractor Consultant represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract Agreement are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City Authority shall have the right, in its sole discretion, to require Contractor Consultant to produce, at ContractorConsultant’s own expense, new non-non- infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City Authority under law or equity. Contractor Consultant further agrees to indemnify, defend, and hold harmless the CityAuthority, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this contract Agreement infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor Consultant receives payment under this ContractAgreement, City Authority shall be entitled, upon written notice to ContractorConsultant, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Contractor Design Professional represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract contract are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor Design Professional to produce, at Contractor’s Design Professional's own expense, new non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor Design Professional further agrees to indemnify, defend, indemnify and hold harmless the City, its elected officials, officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services services, Deliverable Materials, or works Works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor Design Professional receives payment under this Contractcontract, City shall be entitled, upon written notice to ContractorDesign Professional, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Contractor represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City Authority shall have the right, in its sole discretion, to require Contractor to produce, at Contractor’s own expense, new non-non- infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City Authority under law or equity. Contractor further agrees to indemnify, defend, and hold harmless the CityAuthority, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor receives payment under this Contract, City Authority shall be entitled, upon written notice to Contractor, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Contractor represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor to produce, at Contractor’s own expense, new non-infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor further agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor receives payment under this Contract, City shall be entitled, upon written notice to Contractor, to withhold some or all of such payment.. Itron will have no obligation for any infringement Claim to the extent that the Claim results from

Intellectual Property Warranty and Indemnification. Contractor Consultant represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract contract are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor Consultant to produce, at Contractor’s Consultant’s own expense, new non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor Consultant further agrees to indemnify, defend, indemnify and hold harmless the City, its elected officials, officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services services, Deliverable Materials, or works Works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor Consultant receives payment under this Contractcontract, City shall be entitled, upon written notice to ContractorConsultant, to withhold some or all of such payment.

Intellectual Property Warranty and Indemnification. Contractor Design Professional represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract contract are either original, or not encumbered, encumbered and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor Design Professional to produce, at ContractorDesign Professional’s own expense, new non-infringing materials, deliverables or works Works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor Design Professional further agrees to indemnify, defend, indemnify and hold harmless the City, its elected officials, officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, damages of any type, type alleging or threatening that any Deliverable Materialsmaterials, deliverables, supplies, equipment, services services, Deliverable Materials, or works Works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim Claims‌ of Infringement). If a Third Party Claim of Infringement is threatened or made before Contractor Design Professional receives payment under this Contractcontract, City shall be entitled, upon written notice to ContractorDesign Professional, to withhold some or all of such payment.