PATENT AND COPYRIGHT INDEMNITY Sample Clauses

PATENT AND COPYRIGHT INDEMNITY. CONTRACTOR represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“CONTRACTOR Products”) provided to COUNTY under this Agreement infringe any patent, copyright or other proprietary right. CONTRACTOR shall defend, indemnify and hold harmless COUNTY of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any CONTRACTOR Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party.
PATENT AND COPYRIGHT INDEMNITY. 1. Syncro will defend and indemnify You for all costs (including reasonable attorneys fees) arising from a claim that Software furnished and used within the scope of this Agreement infringes the copyright or other intellectual property rights protected by United States or European Union law of any third party, provided that: (i) You notify Syncro in writing within ten (10) business days of the claim, (ii) Syncro has sole control of the defense and all related settlement negotiations, and
PATENT AND COPYRIGHT INDEMNITY. Contractor represents that it knows of no allegations, claims, or threatened claims that the materials, services, hardware or software (“Contractor Products”) provided to County under this Agreement infringe any patent, copyright or other proprietary right. Contractor shall defend, indemnify and hold harmless County of, from and against all losses, claims, damages, liabilities, costs expenses and amounts (collectively, “Losses”) arising out of or in connection with an assertion that any Contractor Products or the use thereof, infringe any patent, copyright or other proprietary right of any third party. County will: (1) notify Contractor promptly of such claim, suit or assertion; (2) permit Contractor to defend, compromise, or settle the claim; and, (3) provide, on a reasonable basis, information to enable Contractor to do so. Contractor shall not agree without County’s prior written consent, to any settlement, which would require County to pay money or perform some affirmative act in order to continue using the Contractor Products.
PATENT AND COPYRIGHT INDEMNITY. (A) Ohio Public Institution Requirements
PATENT AND COPYRIGHT INDEMNITY. CUSA will defend at its own expense any action brought against Licensee to the extent it is based on a claim that the Licensed Programs used within the scope of the license granted hereunder infringe a United States patent, copyright or other proprietary right of a third party. CUSA will pay any costs, damages or attorney fees finally awarded against Licensee in such action which are attributable to such claim, provided CUSA is promptly notified in writing of such claim, may control the defense and/or settlement of such claim, and is provided with all requested assistance, information and authority. In the event that a Licensed Program becomes, or in CUSA's opinion is likely to become, the subject of a claim of infringement of a United States patent, copyright or trade secret, CUSA may at its option either secure Licensee's right to continue using the Licensed Programs, replace or modify the Licensed Programs to make them not infringing, or provide Licensee with a refund of the license fee less depreciation on a 5 (five) year, straight-line basis. CUSA shall have no liability for any claim of patent, copyright or trade secret infringement based on the use of a Licensed Program in any form other than the original, unmodified form provided to Licensee or the use of a combination of the Licensed Programs with hardware, software or data not supplied by CUSA where the used Licensed Programs alone in their original, unmodified form would not constitute an infringement. The foregoing states Licensee's entire liability for infringement or claims of infringement of patents, copyrights or other intellectual property right.
PATENT AND COPYRIGHT INDEMNITY. 8.1. Honeywell will defend any suit against Buyer claiming that a Deliverable infringes a valid United States patent or copyright existing as of the Agreement effective date and will indemnify Buyer for any final judgment against Buyer resulting from the suit provided Buyer: (a) gives Honeywell prompt notice when Buyer becomes aware of a third-party claim, (b) gives complete authority and assistance (at Honeywell expense) for disposition of the claim, and (c) makes no prejudicial admission about the claim.
PATENT AND COPYRIGHT INDEMNITY. Contractor shall indemnify, defend, and hold harmless Company, its directors, officers, and employees against and from all claims, losses, costs, suits, judgments, damages, and expenses, including attorneysfees, of any kind or nature whatsoever on account of infringement of any patent, copyrighted or uncopyrighted work, or other intellectual property rights, including claims thereof pertaining to or arising from Contractor’s performance under this Contract. If notified promptly in writing and given reasonable authority, information and assistance, Contractor shall defend, or may settle at its expense (provided Company has reasonable advance notice thereof and opportunity to comment, and provided no admission of fault on Company’s part is agreed to without Company’s consent), any suit or proceeding against Company so far as based on a claimed infringement, and Contractor shall pay all damages and costs awarded therein against Company due to such breach. In case any Work is in such suit held to constitute such an infringement and the use of said Work is enjoined, Contractor shall, at its expense and through mutual agreement between the Company and the Contractor, either procure for Company the right to continue using said Work, or replace same with a non-infringing Work, or modify same so it becomes non-infringing, or remove the Work and refund the purchase price and any other related costs separately paid by Company. If removal renders the Work or any part thereof unusable for the intended purposes, Contractor shall refund all monies paid for the Work.
PATENT AND COPYRIGHT INDEMNITY. 7.1 If timely and promptly notified in writing of any action (and all prior claims relating to such action) brought against Reseller, based on a claim that Reseller's use of the Products infringes a patent or copyright, the Company shall defend such action at its expense and pay the costs and damages awarded in any such action, provided that the Company shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. At any time during the course of any litigation rising out of a claim of infringement of a patent or copyright, or if in the Company's opinion, the Products are likely to become the subject of a claim of infringement of a patent or copyright, the Company will, at its option and at its expense, either procure for Reseller the right to continue using the Product, replace or modify the same so that it becomes non-infringing, or grant Reseller a credit for the Product then held by Reseller as * Confidential information has been omitted and filed separately with the Commission.
PATENT AND COPYRIGHT INDEMNITY. PeopleSoft shall indemnify and defend Implementation Partner against any claims that the Software infringes any United States or Canadian patent or copyright; provided that PeopleSoft is given prompt notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. In the defense or settlement of the claim, PeopleSoft shall, in its reasonable judgment and at its option and expense: (i) obtain for Implementation Partner the right to continue using the Software; (ii) replace or modify the Software so that it becomes noninfringing while giving equivalent performance; or (iii) if PeopleSoft cannot obtain the remedies in (i) or (ii) as its sole obligation, terminate the license for the infringing Software and upon receipt of the infringing Software, return only the license fees paid by Implementation Partner for such Software, prorated over a five year term from the applicable Schedule Effective Date. PeopleSoft shall have no liability to indemnify or defend Implementation Partner to the extent the alleged infringement is based on: (i) a modification of the Software by anyone other then PeopleSoft, or (ii) use of the Software other than in accordance with the Documentation.