PATENT AND COPYRIGHT INFRINGEMENT. Siemens will, at its option and expense, defend or settle any suit or proceeding brought against Buyer based on an allegation that any Equipment or use thereof for its intended purpose constitutes an infringement of any Patent Cooperation Treaty country member’s patent or misappropriation of a third party’s trade secret or copyright in the country where the Equipment is delivered by Siemens. Buyer will promptly give Siemens written notice of the suit or proceeding and the authority, information, and assistance needed to defend the claims. Buyer shall not acknowledge any such third-party proceedings defined under this Article 16. Siemens shall have the full and exclusive authority to defend and settle such claim(s) and will pay the damages and costs awarded in any suit or proceeding so defended. Buyer shall not make any admission(s) which might be prejudicial to Siemens and shall not enter into a settlement without Siemens’ written consent. Siemens is not responsible for any settlement made without its prior written consent. If the Equipment, or any part thereof, as a result of any suit or proceeding so defended is held to constitute infringement, or its use by Buyer is enjoined, Siemens will, at its option and expense, either: (i) procure for Buyer the right to continue using said Equipment; (ii) replace it with substantially equivalent non-infringing Equipment; or (iii) modify the Equipment so it is non-infringing. Siemens will have no duty or obligation under this Article 16 if the Equipment is: (i) supplied according to Xxxxx's design or instructions and compliance therewith has caused Siemens to deviate from its normal course of performance; (ii) modified by Buyer or its contractors after delivery; or (iii) combined by Buyer or its contractors with devices, methods, systems or processes not furnished hereunder and by reason of said design, instruction, modification, or combination a suit is brought against Buyer. In addition, if by reason of such design, instruction, modification or combination, a suit or proceeding is brought against Siemens, Buyer must protect Siemens in the same manner and to the same extent that Siemens has agreed to protect Buyer under this Article 16. THIS ARTICLE 16 IS AN EXCLUSIVE STATEMENT OF SIEMENS’ DUTIES AND BUYER’S REMEDIES RELATING TO PATENTS, TRADE SECRETS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY INFRINGEMENT THEREOF.
PATENT AND COPYRIGHT INFRINGEMENT. 14.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software (“Motorola Product”) directly infringes a United States patent or copyright (“Infringement Claim”). Motorola’s duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola’s obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim.
PATENT AND COPYRIGHT INFRINGEMENT. 7.1.1 Design-Builder shall defend any action or proceeding brought against Owner based on any claim that the Work, or any part thereof, or the operation or use of the Work or any part thereof, constitutes infringement of any United States patent or copyright, now or hereafter issued. Owner shall give prompt written notice to Design-Builder of any such action or proceeding and will reasonably provide authority, information and assistance in the defense of same. Design-Builder shall indemnify and hold harmless Owner from and against all damages and costs, including but not limited to attorneys’ fees and expenses awarded against Owner or Design-Builder in any such action or proceeding. Design-Builder agrees to keep Owner informed of all developments in the defense of such actions.
PATENT AND COPYRIGHT INFRINGEMENT. 22.1. The Consultant shall report to the Owner, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Agreement of which the Consultant has knowledge.
PATENT AND COPYRIGHT INFRINGEMENT. 14.5.1 Design-Builder shall indemnify, hold harmless and defend Owner Indemnified Parties from and against any and all Damages based on any claim that the Work, the Work Product, or any part thereof, or the operation or use of the Work or any part thereof, constitutes infringement of any United States or foreign patent, copyright or other intellectual property, now or hereafter issued. Owner shall give prompt written notice to Design-Builder of any such action or proceeding and will reasonably provide authority, information and assistance in the defense of same. Design-Builder shall indemnify and hold harmless Owner Indemnified Parties from and against all damages and costs, including but not limited to, attorneys’ fees and expenses awarded against Owner or Design-Builder in any such action or proceeding.
PATENT AND COPYRIGHT INFRINGEMENT. 15.1.1 Vendor shall indemnify, defend and hold harmless the Owner, its members, officers, directors, employees and agents (“Owner Indemnified Parties”) against any action or proceeding based on any claim, whether actual or alleged, that (i) the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing, (ii) the operation or use of the equipment, materials or Licensed Technology supplied or licensed by Vendor hereunder, the Work Product or any part of the foregoing, or (iii) the operation or use of the Leased Tools under the CPSFA during the Agreement Term as such term is defined in the CPSFA constitutes infringement of any United States or foreign registered patent or copyright, now or hereafter issued, or any other intellectual property right held by such claimant. Owner shall give prompt written notice to Vendor of any such action or proceeding and will reasonably provide information and assistance in the defense of same. Vendor shall indemnify and hold harmless Owner Indemnified Parties from and against all damages and costs, including reasonable attorneys’ fees (but as to attorney’s fees only after a claim has been formally made by a third party and Vendor has received written notice thereof) and expenses incurred by Owner and reasonable attorneys’ fees and expenses awarded against Owner or Vendor in any such action or proceeding. Vendor agrees to keep Owner informed of all developments in the defense of such actions.
PATENT AND COPYRIGHT INFRINGEMENT. 7.1. The Subconsultant shall report to the Consultant and Owner, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Agreement of which the Subconsultant has knowledge.
PATENT AND COPYRIGHT INFRINGEMENT. The Consultant shall report to the Owner, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Agreement of which the Consultant has knowledge. In the event of any claim or suit against the Owner on account of any alleged patent or copyright infringement arising out of the performance of this Agreement or out of the use of any supplies furnished or work or services performed under this Agreement, the Consultant shall furnish to the Owner, when requested by the Owner, all evidence and information in possession of the Consultant pertaining to such suit or claim. Such evidence and information shall be furnished at the expense of the Consultant. The Consultant agrees to include, and require inclusion of, the provisions of this Section in all subcontracts at any tier for supplies or services. The Consultant shall indemnify the Owner and its officers, agents, and employees against liability, including costs and attorneys’ fees, for infringement of any United States patent or copyright arising from the manufacture or delivery of supplies, the performance of services, or the construction, alteration, modification, or repair of real property under this Agreement, or out of the use or disposal by or for the account of the Owner of such supplies or construction work. This indemnity shall not apply unless the Consultant shall have been informed within ten (10) business days following the Owner’s receipt of legal notice of any suit alleging such infringement and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in its defense. Further, this indemnity shall not apply to (1) an infringement resulting from compliance with specific written instructions of the Owner directing a change in the supplies to be delivered or in the materials or equipment to be used, or directing a manner of performance of the Agreement not normally used by the Consultant, (2) an infringement resulting from addition to or change in supplies or components furnished or construction work performed that was made subsequent to delivery or performance, or (3) a claimed infringement that is unreasonably settled without the consent of the Consultant, unless required by final decree of a court of competent jurisdiction.
PATENT AND COPYRIGHT INFRINGEMENT. 7.1.1 Design-Builder shall defend any action or proceeding brought against any State Indemnitee based on any claim that the Work, or any part thereof, or the operation or use of the Work or any part thereof, constitutes infringement of any United States patent or copyright, now or hereafter issued. The State Indemnitee shall give prompt written notice to Design-Builder of any such action or proceeding and will reasonably provide authority, information and assistance in the defense of same. Design-Builder shall indemnify and hold harmless State Indemnitees from and against all damages and costs, including but not limited to attorneys’ fees and expenses awarded against State Indemnitees or Design-Builder in any such action or proceeding. Design- Builder agrees to keep the State Indemnitees informed of all developments in the defense of such actions.
PATENT AND COPYRIGHT INFRINGEMENT. The vendor shall indemnify and hold the City harmless against all claims, liabilities, losses, damages, judgements, awards and costs (including reasonable legal fees and expenses) incurred in the defence of any claim brought against the City by third parties alleging that the City’s use of any vendor supplied equipment, materials, software, and documentation infringes upon or misappropriates any patent, copyright, or trade secret rights. TITLE – Title to any and all items of equipment and materials shall not pass to the City until such time as the equipment and/or materials are inspected and accepted by the City. The City will endeavour to notify the vendor within 48 hours of receipt, of any damage or discrepancies found. INSPECTION – If, upon inspection of the goods received, any departure from the specifications is revealed, the entire shipment may be rejected and returned at the vendor’s expense and this purchase order may be cancelled without cost to or further obligation on the part of the City. WORK PRACTICES AND PROCEDURES - The work of this purchase order must satisfy all Federal, Provincial and Municipal legislation and guidelines and must be in compliance with all Ministry of Labour and/or Workers’ Compensation Board (WCB) regulations respecting work practices and procedures. BINDING ON SUCCESSORS – This purchase order shall operate and take effect for the benefit of, and be binding upon the City and the vendor and their respective successors and, in the case of the City, its assigns, and in the case of the contractor, its permitted assigns. PRIOR CONSENT TO ASSIGN – This purchase order, or any part of it, or any benefit or interest in it, shall not be assigned by the vendor without the prior written consent of the City and shall be deemed not to be an asset of the vendor in the event of bankruptcy.
