Common use of IP Claims Clause in Contracts

IP Claims. IntroHive agrees to, at its option, defend and/or settle any claim made by a third party alleging that the IntroHive technology underlying the IntroHive Platform infringes such third party’s United States patent issued as of the Effective Date, copyright, trademark or trade secret (a “Claim”), provided that Customer provides IntroHive with (i) prompt written notice of the Claim, except that any failure to provide this notice promptly only relieves IntroHive of its responsibility pursuant to this Section 6.3 to the extent its defense is materially prejudiced by the delay, (ii) sole control over the defense and settlement of the Claim; and (iii) all assistance, information and authority reasonably required for the defense and/or settlement of the Claim. If a Claim is sustained in a final judgment from which no further appeal is taken or possible, then IntroHive will pay or otherwise satisfy any monetary award entered against Customer as part of such final judgment to the extent that such award is adjudged in such final judgment to arise from such infringement, provided that IntroHive’s obligation to pay such award shall not exceed three times (3X) the total fees paid by Customer to IntroHive under this Agreement during the time period preceding the date the Claim is made. If IntroHive, in its sole discretion, believes a Claim or an adverse judgment in connection with a Claim is likely, then IntroHive may, at its option, (a) obtain a license from such third party claimant that allows Customer to continue the use of the IntroHive Platform, (b) modify the IntroHive Platform so as to be non-infringing, or (c) if neither (a) nor (b) is available to IntroHive at a commercially reasonable terms, terminate this Agreement upon written notice to Customer. This Section 6.3 sets forth the entire liability of IntroHive and the sole and exclusive remedy of Customer in the event of any claim that the IntroHive Platform infringes any third party Intellectual Property Right.

IP Claims. IntroHive agrees to, at its option, defend and/or settle any claim made by a third party alleging that the IntroHive technology underlying the IntroHive Platform infringes such third party’s 's United States patent issued as of the Effective Date, copyright, trademark or trade secret (a “"Claim”"), provided that Customer provides IntroHive with (i) prompt written notice of the Claim, except that any failure to provide this notice promptly only relieves IntroHive of its responsibility pursuant to this Section 6.3 to the extent its defense is materially prejudiced by the delay, (ii) sole control over the defense and settlement of the Claim; and (iii) all assistance, information and authority reasonably required for the defense and/or settlement of the Claim. If a Claim is sustained in a final judgment from which no further appeal is taken or possible, then IntroHive will pay or otherwise satisfy any monetary award entered against Customer as part of such final judgment to the extent that such award is adjudged in such final judgment to arise from such infringement, provided that IntroHive’s 's obligation to pay such award shall not exceed three times (3X) the total fees paid by Customer to IntroHive under this Agreement during the time period preceding the date the Claim is made. If IntroHive, in its sole discretion, believes a Claim or an adverse judgment in connection with a Claim is likely, then IntroHive may, at its option, (a) obtain a license from such third party claimant that allows Customer to continue the use of the IntroHive Platform, (b) modify the IntroHive Platform so as to be non-infringing, or (c) if neither (a) nor (b) is available to IntroHive at a commercially reasonable terms, terminate this Agreement upon written notice to Customer. This Section 6.3 sets forth the entire liability of IntroHive and the sole and exclusive remedy of Customer in the event of any claim that the IntroHive Platform infringes any third party Intellectual Property Right.