PATENT AND COPYRIGHT INDEMNIFICATION a. The Contractor, at its expense, shall defend, indemnify, and hold DSHS harmless from and against any claims against DSHS that any Product or Work Product supplied hereunder, or DSHS’s use of the Product or Work Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Product shall mean any Contractor-supplied equipment, Software, or documentation. The Contractor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by DSHS provided that DSHS:
PATENT AND COPYRIGHT INDEMNIFICATION a) The Contractor shall not infringe on any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights in the performance of the Work.
PATENT AND COPYRIGHT INDEMNIFICATION. Subject to the limitation of liability set forth in Section 9 below, Syncfusion shall defend any action, suit, or proceeding brought against Customer insofar as it is based on a claim that the Licensed Product delivered hereunder infringes any United States copyright. However, and subject to the limitation of liability set forth in Section 9 below, Syncfusion’s indemnity hereunder does not extend to any claims of infringement or misappropriation of any patent, trade secret, trademark, or other intellectual property rights, Customer acknowledges and agrees that the only entity that can be liable for indemnification under this Agreement is Syncfusion. Indemnification hereunder shall be contingent upon Customer providing prompt notice of such claim in writing, and upon Customer granting Syncfusion full authority, information, and assistance (at Syncfusion’s expense, up to the limitation of liability) for the defense of such claim. Subject to the limitation of liability, Syncfusion shall pay all damages and costs finally awarded therein against Customer, subject to the limitation of liability of Section 9.2, following the final resolution of any such claims before a court of competent jurisdiction, but shall not be responsible for any compromise made without its consent. Syncfusion may, at its option and expense, (a) replace or modify the Licensed Product so that infringement will not exist or (b) refund to Customer prepaid License Fees on a pro-rata basis. Notwithstanding the foregoing, Syncfusion’s indemnification hereunder shall not extend to any infringement or claim thereof which is based upon (i) the combination of the Licensed Product delivered hereunder with any software or device not supplied by Syncfusion; (ii) any specifications provided to Syncfusion by Customer; or (iii) modifications to the Licensed Product not performed by Syncfusion.
PATENT AND COPYRIGHT INDEMNIFICATION. BISYS will hold Client harmless and, at its own expense, will defend any action brought against Client based on a claim that the Services used within the scope of this Agreement infringe a United States patent or copyright provided Client notifies BISYS promptly in writing of the claim, BISYS has sole control of the defense of the action and all negotiations for its settlement or compromise, and Client cooperates with BISYS in the defense of the action. In the event any of the Services becomes, or in BISYS' opinion is likely to become, the subject of a claim of infringement of patent or copyright, BISYS, at its option, may (i) secure for Client the right to continue using such Service(s), (ii) replace or modify such Services to make it or them non-infringing, (iii) cease providing the affected Service(s) or (iv) if none of the foregoing options is commercially reasonable, in BISYS' opinion, terminate this Agreement. If BISYS exercises its option hereunder to terminate this Agreement, such termination shall be at no penalty to BISYS except that BISYS shall provide the Deconversion assistance described in Paragraph 9(B) at no charge to Client.
PATENT AND COPYRIGHT INDEMNIFICATION. 8.1 Subject to the limitation of liability set forth in Section 9 below, Syncfusion shall indemnify Customer in any action, suit, or proceeding brought against Customer insofar as it is based on a claim that the Licensed Product delivered hereunder infringes any United States copyright.
PATENT AND COPYRIGHT INDEMNIFICATION. The Contractor shall not infringe on any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights in the performance of the Services. The Contractor warrants that all Deliverables furnished hereunder, including but not limited to: equipment, programs, documentation, software, analyses, applications, methods, ways, processes, and the like, do not infringe upon or violate any copyrights, trademarks, service marks, trade secrets, patent rights, other intellectual property rights or any other third party proprietary rights. The Contractor shall be liable and responsible for any and all claims made against the County for infringement of patents, copyrights, service marks, trade secrets or any other third party proprietary rights, by the use or supplying of any programs, documentation, software, analyses, applications, methods, ways, processes, and the like, in the course of performance or completion of, or in any way connected with, the Work, or the County's continued use of the Deliverables furnished hereunder. Accordingly, the Contractor at its own expense, including the payment of attorney's fees, shall indemnify, and hold harmless the County and defend any action brought against the County with respect to any claim, demand, cause of action, debt, or liability. In the event any Deliverable or anything provided to the County hereunder, or portion thereof is held to constitute an infringement and its use is or may be enjoined, the Contractor shall have the obligation to, at the County's option to (i) modify, or require that the applicable supplier modify, the alleged infringing item(s) at its own expense, without impairing in any respect the functionality or performance of the item(s), or (ii) procure for the County, at the Contractor's expense, the rights provided under this Agreement to use the item(s). The Contractor shall be solely responsible for determining and informing the County whether a prospective supplier is a party to any litigation involving patent or copyright infringement, service xxxx, trademark, violation, or proprietary rights claims or is subject to any injunction which may prohibit it from providing any Deliverable hereunder. The Contractor shall enter into agreements with all suppliers at the Contractor's own risk. The County may reject any Deliverable that it believes to be the subject of any such litigation or injunction, or if, in the County's j...
PATENT AND COPYRIGHT INDEMNIFICATION. Navistar will assume and defend at its sole expense any lawsuit brought against Customer based on a claim that the Software or documentation used within the scope of this Agreement infringes any trade secret right, copyright or patent, provided Customer promptly notifies Navistar of the existence of the lawsuit and tenders the complete defense of the lawsuit to Navistar.
PATENT AND COPYRIGHT INDEMNIFICATION. 40.1. Contractor, at its expense, shall defend, indemnify, and save DES and any Purchaser harmless from and against any claims against DES or Purchaser that any Work Product supplied hereunder, or Purchaser’s use of the Work Product within the terms of this Contract or any Work Order, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Contractor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by DES or Purchaser provided that DES or Purchaser:
PATENT AND COPYRIGHT INDEMNIFICATION. 5.1 ROBOCOM will defend any action brought against Distributor [or Distributor's End Users] based on a claim that a software Product infringes any copyright, trade secret or United States patent (including patents in Territory countries based on the relevant United States patents.). ROBOCOM will hold Distributor harmless from and pay any award against Distributor or Distributor's End Users based on such infringement provided that Distributor and/or End Users notify ROBOCOM promptly in writing of the claim and Distributor and/or End Users provide ROBOCOM reasonable assistance and permit ROBOCOM to control the defense and any settlement. ROBOCOM shall have no liability if the alleged infringement arises from (1) the licensing of other than a current unaltered release of a Program as provided under this Agreement, or (2) the combination of a Program with non ROBOCOM programs or data. ROBOCOM makes no representations or warranties and provides no indemnities regarding patent or copyright infringement by any portion of a software Product not developed by ROBOCOM.
PATENT AND COPYRIGHT INDEMNIFICATION. Motorola agrees to defend, at its ------------------------------------ expense, any suits against Buyer based upon a claim that any Product(s) furnished hereunder by Motorola directly infringes a valid U.S. patent or copyright or misappropriates a trade secret and to pay costs and damages finally awarded based upon such claim in any such suit, provided that Motorola is: (1) promptly notified by Buyer in writing as soon as reasonably practicable after Buyer first became aware of the claim of infringement or misappropriation, but in no event later than within 15 days of the date on which Buyer first received notice of such claim; and (2) at Motorola's request and expense is given sole control of the suit and all reasonably requested assistance for defense of same. Motorola shall not be liable for any settlement made Without its written consent. If the use or sale of any Product(s) furnished under this Agreement is enjoined as a result of such suit, Motorola at its option and at no expense to Buyer, will: (1) obtain for Buyer the right to use or sell such Product(s); (2) substitute an equivalent product reason ably acceptable to Buyer and extend this indemnity thereto, or (3) accept the return of the Product(s) and reimburse Buyer the purchase price therefore, less a reasonable charge for prior use, if any, of the Product(s). If the infringement is alleged prior to completion of delivery of the Product(s), Motorola shall have the right to decline to make further shipments without being in breach of contract; provided, however, that the number of Products subject to the halted shipments shall count towards the fulfillment of Buyer's Volume Commitment. This indemnity does not extend to any suit based upon any infringement or alleged infringement arising from Product(s) furnished by Motorola that are: (1) altered in any way by Buyer or any third party if the alleged infringement would not have occurred but for such alteration; (2) combined with any other products or elements not furnished by Motorola if the alleged infringement would not have occurred but for such combination; or (3) designed and/or manufactured in accordance with Buyer's designs, specifications, or instructions if the alleged infringement would not have occurred but for such designs, specifications, or instructions. In no event shall Motorola indemnify Buyer or be liable in any way for royalties payable based on a per use basis, or subscriber revenues derived by Buyer there from, or any royalty...
