PATENT AND COPYRIGHT. The CONSULTANT shall indemnify, and hold harmless the TOWN, its officers, employees, agents and successors, against and from all claims, demands, losses, costs, expenses, suits, settlements, judgments, and damages (including attorneys' fees), of any kind or nature whatsoever on account of infringement of any patent, copyrighted work, secret process, trade secret, unpatented invention, article, or otherwise, including claims thereof pertaining to, or arising from the CONSULTANT's performance under this Agreement. Should the CONSULTANT's officers, employees, agents, or assigns (or anyone of a like nature), in the performance of the Services or as a result of performing the Services, develop any trade secret, prepare any copyrighted material, make any improvement, originate any invention, develop any process, or otherwise, such trade secret, copyright, improvement, invention, or process shall be the property of the CONSULTANT. However, the CONSULTANT shall grant or cause to be granted to the TOWN the right and/or license to permanently use, or cause to be used for the benefit of the TOWN any such trade secret, copyright, improvement, design, invention, or process in any manner for so long as the TOWN desires to use the same for the TOWN's own internal use.
PATENT AND COPYRIGHT. Seller, as partial consideration for this order and without further cost to Buyer, hereby grants and agrees to grant to Buyer (and to the extent requested by Buyer, to the government) an irrevocable, nonexclusive, royalty-free right and license to use, sell, manufacture and cause to be manufactured products embodying any and all inventions and discoveries made, conceived and/or actually reduced to practice in connection with the goods or services provided by Seller and the performance of this order. If Buyer requests, and/or performance by Seller (and/or any subcontractor of Seller) requires and/or encompasses the creation of any original work of authorship fixed in any tangible medium of expression (and/or the creation of any derivative work thereof), Seller transfers and assigns to Buyer all rights of ownership under the copyright laws to such original work and/or derivative work. Seller agrees to notify each subcontractor performing any such work hereunder of the content of this provision, and to secure the written agreement thereto of each subcontractor.
PATENT AND COPYRIGHT. General Contractor and Prime Consultant each represent and warrant that designs, processes, methods, or materials used by each for the Project do not and will not violate any patents, copyrights, or trademarks. General Contractor and Prime Consultant, but only for its own breach of the prior sentence, will defend and indemnify Owner from and against claims, damages, losses, royalties and expenses, including, without limitation, attorneys’ fees attributable to patent, copyright, or trademark violations.
PATENT AND COPYRIGHT. The Supplier shall pay all royalties and patent license fees for the Deliverables. If the Deliverables or any part thereof is in any proceedings held to constitute an infringement, the Supplier shall forthwith either secure for the City the right to continue using the Deliverables or shall, at its expense, replace the infringing items with non-infringing deliverables or modify them so that the Deliverables no longer infringe. The City shall be the sole owner of any intellectual property created by the Supplier in the course of the performance of its obligations and contained in any of the Deliverables.
PATENT AND COPYRIGHT. INDEMNIFICATION If an action is brought against Client claiming that the Developed Software infringes a patent, copyright or misappropriated trade secret, QSSI will defend Client and pay any damages awarded against Client, but only if (a) Client notifies QSSI promptly upon learning of the claim, (b) QSSI has sole control over the defense of the claim and any negotiation for its settlement or compromise, (c) Client takes no action, that in QSSI's judgment, is contrary to QSSI's interest and (d) provides QSSI with full cooperation at QSSI's expense to investigate and defend against the claim. If a claim may be or has been asserted, Client will permit QSSI, at QSSI's option and expense, to procure the right to continue using the Developed Software, or replace or modify the Developed Software to eliminate the infringement while providing functionally equivalent performance. Notwithstanding the above, QSSI will have no duty to indemnify Client if the patent or copyright infringement results from (a) a correction or modification of the Developed Software not provided by QSSI, (b) the failure to promptly install any update which QSSI may have provided to Client, or (c) the combination of the Developed Software with other software or hardware not provided by QSSI.
PATENT AND COPYRIGHT. (1). If Customer notifies EMC promptly in writing of any action (and all prior related claims) brought against Customer alleging that Customer's sale, use or other disposition of any Equipment, Customer's use of any Software or its receipt of any Service infringes a valid United States patent or copyright, EMC will defend that action at its expense and will pay the costs and damages awarded against Customer in the action, provided (i) that EMC shall have sole control of the defense of any such action and all negotiations for its settlement or compromise and (ii) Customer provides all reasonable assistance requested by EMC. If a permanent injunction is obtained in such action against Customer's use or receipt of such Product or if in EMC's opinion such Product is likely to become the subject of a permanent injunction, EMC will at its option and expense either procure for Customer the right to continue using or receiving such Product, replace or modify such Product so that it becomes non-infringing or pay Customer a refund based on a straight line depreciation of the price of such Equipment and/or Software over five (5) years upon return of the Equipment and/or Software to EMC or refund the unused amounts paid to EMC for discontinued Product Maintenance, as the case may be.
PATENT AND COPYRIGHT. Company, without exception, shall indemnify and save harmless the Agency and its employees from liability of any nature or kind, including cost and expenses for or on account of any copyrighted, patented, or unpatented invention, process or article supplied by the Company. Company has no liability when such claim is solely and exclusively due to the combination, operation or use of any article supplied hereunder with equipment or data not supplied by Company or is based solely and exclusively upon the Agency’s alteration of the article. The Agency will provide prompt written notification of a claim of copyright or patent infringement and will afford Company full opportunity to defend the action and control the defense. Further, if such a claim is made or is pending the Company may, at its options and expenses procure for the Agency the right to continue use of, replace or modify the article to render it noninfringing. (If none of the alternatives are reasonably available, the Agency agrees to return the article on request to the Company and receive reimbursement, if any, as may be determined by a court of competent jurisdiction.) If Company uses any design, device, or materials covered by letters, patent or copyright, it is mutually agreed and understood without exception that the negotiated prices shall include all royalties or costs arising from the use of such design, device, or materials in any way involved in the work.
PATENT AND COPYRIGHT. INDEMNIFICATION (a) MOTOROLA agrees to defend, at its expense, any suits against Buyer based upon a claim that any products furnished hereunder directly infringes a U.S. patent or copyright and to pay costs and damages finally awarded in any such suit, provided that MOTOROLA is notified promptly in writing of the suit and at Motorola's request and at its expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any product(s) furnished hereunder is enjoined as a result of such suit, MOTOROLA at its option and at no expense to Buyer, shall obtain for Buyer the right to use or sell said product(s) or shall substitute an equivalent product reasonably acceptable to Buyer and extend this indemnity thereto or shall accept the return of the product(s) and reimburse Buyer the purchase price therefor, less a reasonable charge for reasonable wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the alteration of any products furnished by MOTOROLA or by the combination of any product(s) furnished by MOTOROLA and other elements nor does it extend to any product(s) of Buyer's design or formula. The foregoing states the entire liability of MOTOROLA for patent or copyright infringement. (b) IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR 8 CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF PATENTS, COPYRIGHTS, OR OTHER INTELLECTUAL PROPERTY RIGHTS.
PATENT AND COPYRIGHT. Contractor and Architect each represent and warrant that designs, processes, methods, or materials used by each for the Project do not and will not violate any patents, copyrights, or trademarks. Contractor and Architect, but only for its own breach of the prior sentence, will defend and indemnify Owner from and against claims, damages, losses, royalties and expenses, including, without limitation, legal fees attributable to patent, copyright, or trademark violations.
PATENT AND COPYRIGHT. Sequiam warrants and represents that the Products, any other materials supplied by Sequiam pursuant hereto and the Trademarks and designs used in connection therewith shall not infringe any patent, copyright, trademark or other similar proprietary right of the parties in the United States.
