LIABILITY FOR INFRINGEMENT Sample Clauses

LIABILITY FOR INFRINGEMENT. 17.1 The Provider shall indemnify SKB for costs and damages, including reasonable counsel fees, as a result of any claim, action or litigation proceedings brought against SKB based on the fact that the use, sale, distribution or other exploitation of the results of the Services constitute an infringement of any patent, copyright or other intellectual property right, or the application thereof, or the unlawful use of any know•how, trade secrets or other rights.
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LIABILITY FOR INFRINGEMENT. Imatest shall defend any suit or proceeding brought against Buyer to the extent that it is based on a claim that any Products manufactured by Imatest or any Software purchased by Buyer infringes in construction or design of a United States patent or intellectual property rights of any person or entity (“Infringing Materials”), and shall indemnify Buyer against all costs, damages, and expenses finally awarded against Buyer and payment of any settlement amount provided that Buyer notifies Imatest promptly in writing of any such claim and gives Imatest full and complete authority, information and assistance for the defense of such claim and provided further that Imatest shall have sole control of the defense and of the negotiations for settlement, if any, of such claim. If the Infringing Materials are or in Imatest’s judgment may become the subject of any claim of intellectual property infringement, or if a court determines the Infringing Material infringes any intellectual property right then Imatest may, at its sole option and expense, (a) procure for Buyer the right to continue using such Infringing Materials, (b) replace such Infringing Materials with a suitable non-infringing item,
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LIABILITY FOR INFRINGEMENT. SELLER shall defend CUSTOMER against any suit, claim, proceeding or threatened suit brought against CUSTOMER alleging that the licensing to, or use by CUSTOMER of, any Software or Product furnished hereunder infringes any patent ("INFRINGEMENT CLAIM"). SELLER shall pay all litigation costs, reasonable attorneys' fees, settlement payments and damages awarded or resulting from any such suit, claim, or proceeding provided, that, CUSTOMER (i) notifies SELLER in writing within a reasonable time of its actual knowledge of any such claim, suit, or proceeding; (ii) gives SELLER the right to control or direct the investigation, preparation, defense and settlement of any claim, suit or proceeding related thereto; and (iii) gives SELLER reasonable assistance and cooperation for the defense or settlement thereof. SELLER shall not be liable for, and CUSTOMER shall defend, indemnify and hold SELLER harmless in respect of, any suit, claim, proceeding or threatened suit and all litigation costs, reasonable attorneys' fees, settlement payments and damages awarded or resulting from any claim, suit or proceeding based on (i) CUSTOMER's willful, knowing, or deliberate infringement of a patent, copyright, trade secret, trademark or other proprietary right; (ii) any Software, Product or portion thereof (a) not supplied by SELLER to CUSTOMER or directed by SELLER that CUSTOMER purchase, (b) designed in accordance with CUSTOMER's specifications, or to the extent the infringement results from compliance with such specifications, (c) modified by CUSTOMER, to the extent the infringement results from such modification, (d) combined with other products, processes or materials not supplied, specified or distributed by SELLER, to the extent the infringement results from such combination, (e) where CUSTOMER continues allegedly infringing activity after being notified thereof and after being provided with a non-infringing modification or workaround that would have avoided the alleged infringement, or (f) where CUSTOMER's use of the Software or Product is incident to an infringement not resulting primarily from such Software or Product or is intentionally outside the scope of the license granted in Section 3.1. Neither Party may enter into any settlement or other agreement without prior written consent of the other Party under which such other Party would be obligated to make any payment or incur any liability. If any Software
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LIABILITY FOR INFRINGEMENT. Party A shall bear the legal liability derived from the working of the technological results, if any.
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LIABILITY FOR INFRINGEMENT. If YOUR use of the Software as permitted by this Agreement infringes any third party intellectual property right, or if SNI believes that the Software may do so, SNI, at its option, may: (i) obtain a licence permitting YOU to continue to use the Software; or (ii) replace or modify the Software so that it is no longer infringing and provide YOU with the necessary replacement or modification; or (iii) if it does not consider (i) or (ii) to be feasible, terminate this Agreement with no further liability to YOU. This Section 8 states the entire liability of SNI and its suppliers with respect to any intellectual property infringement by the Software.
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Related to LIABILITY FOR INFRINGEMENT

  • INDEMNIFICATION FOR INFRINGEMENT Supplier will promptly investigate and defend, at its own expense, all claims, allegations, suits, actions, or proceedings in which NCR, or its subsidiaries, agents, their successors, assigns, distributors, dealers, customers or other users of NCR's or its subsidiaries' equipment, software, supplies, or services are made defendants or claimed potential defendants for any infringement, claimed or alleged inducement of infringement, or unauthorized or unlawful use of any patent, copyright, or trademark, wherever registered or issued, or trade secret, mask work, or proprietary data, or other information resulting from the manufacture, sale, use, or lease, or other disposition of any Product purchased under this PO, except to the extent specific product design is provided to Supplier by NCR. Supplier further agrees to pay and discharge any and all judgments or decrees which may be rendered in any such suits or proceedings against any such defendants. Supplier will have the right to settle any such suits, actions, or proceedings on terms and conditions of Supplier's own selection consistent with these terms. If Supplier fails to promptly investigate and defend or settle as provided herein, then NCR will, following notification to Supplier, have sole control of the defense of any said claim, allegation, suit, action, or proceeding and all negotiations for its settlement or compromise, and Supplier agrees to pay, as they become due, all of the costs, expenses, and reasonable attorneys' fees incurred and judgments or decrees which may be rendered. Supplier will include substantially similar indemnification terms in its contracts with its suppliers of the items or components which are included with or make up the Products, and Supplier agrees to enforce such terms on its behalf and for the benefit of NCR.

  • Patent Infringement A. The Contractor shall report to OC Public Works, promptly and in reasonable detail, each notice or claim of patent infringement based on the performance of this Contract of which the Contractor has knowledge.

  • No Infringement To the best of the Company's Knowledge, the Company has not violated or infringed, and is not currently violating or infringing, and the Company has not received any communications alleging that the Company (or any of its employees or consultants) has violated or infringed or, by conducting its business as proposed, would violate or infringe, any Proprietary Asset of any other person or entity.

  • Liability for Damage Each party shall be liable to the other for all damage to the property of the other negligently, recklessly or intentionally caused by that party (or their agents, employees or invitees), except to the extent the loss is insured and subrogation is waived under the owner's policy.

  • Action for Indemnification To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, unless Indemnitee is successful in establishing Indemnitee’s right to indemnification in such action, suit or proceeding, in whole or in part, or unless and to the extent that the court in such action, suit or proceeding shall determine that, despite Indemnitee’s failure to establish their right to indemnification, Indemnitee is entitled to indemnity for such expenses; provided, however, that nothing in this Section 8(b) is intended to limit the Corporation’s obligation with respect to the advancement of expenses to Indemnitee in connection with any such action, suit or proceeding instituted by Indemnitee to enforce or interpret this Agreement, as provided in Section 4 hereof.

  • Claimed Infringement Each Party will promptly notify the other Party if a Third Party brings any Action alleging patent infringement by Lian or Landos or any of their respective Affiliates or Sublicensees with respect to the Development, Manufacture or Commercialization of any Licensed Product or Joint Patent Rights (any such Action, an “Infringement Claim”) in the Territory. Lian will have the right, but not the obligation, to control the defense and response to any such Infringement Claim in the Territory with respect to Lian’s activities, at Lian’s sole cost and expense, and Landos will have the right, at its own expense, to be represented in any such Infringement Claim in the Territory by counsel of its own choice. Landos will have the sole right, but not the obligation, to control the defense and response to any such Infringement Claim with respect to Landos’ activities, including any such Infringement Claim in the Territory or outside of the Territory. Upon the request of the Party controlling the response to the Infringement Claim, the other Party will reasonably cooperate with the controlling Party in the reasonable defense of such Infringement Claim. The other Party will have the right to consult with the controlling Party concerning any Infringement Claim and to participate in and be represented by independent counsel in any associated litigation. If the Infringement Claim is brought against both Parties, then each Party will have the right to defend against the Infringement Claim. The Party defending an Infringement Claim under this Section 7.4 (Claimed Infringement) will (a) consult with the other Party as to the strategy for the prosecution of such defense, (b) consider in good faith any comments from the other Party with respect thereto and (c) keep the other Party reasonably informed of any material steps taken and provide copies of all material documents filed, in connection with such defense. The Party controlling the defense against an Infringement Claim will have the right to settle such Infringement Claim on terms deemed reasonably appropriate by such Party, provided, that, neither Party will have the right to settle any Infringement Claim under this Section 7.4 (Claimed Infringement) in a manner that diminishes the rights or interests of the other Party under this Agreement without the consent of such other Party, which consent will not be unreasonably withheld.

  • No Liability for Invalidity The Warrant Agent shall have no liability with respect to any invalidity of this Agreement or any of the Warrant Certificates (except as to the Warrant Agent’s countersignature thereon).

  • Claim of Infringement In the event that use of any facilities or equipment (including software), becomes, or in the reasonable judgment of the Party who owns the affected network is likely to become, the subject of a claim, action, suit, or proceeding based on intellectual property infringement, then said Party shall promptly and at its sole expense and sole option, but subject to the limitations of liability set forth below:

  • Liability for Damages 1. The Purchaser shall be liable for any damages sustained by the State arising from Purchaser’s breach of the terms of this Contract and the State may cause all or part of the performance bond to be forfeited to recover such damages.

  • Liability for Incidental and Consequential Damages Contractor shall be responsible for incidental and consequential damages resulting in whole or in part from Contractor’s acts or omissions.

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