Patents, Copyrights, and Proprietary Rights Indemnification Sample Clauses

Patents, Copyrights, and Proprietary Rights Indemnification. The Contractor agrees to indemnify, hold harmless and defend, at its sole cost and expense, the District from any claims or suits brought against the District arising from claims of violation of United States patents or copyrights or claims of misappropriation or misuse of trade secrets resulting from the Contractor or the District’s use of any equipment/materials/technology/devices/System(s), Documentation, and/or data developed in connection with the Services and System(s) described in this Agreement. The District will provide the Contractor with a written notice of any such claim or suit. The District will also assist the Contractor, in all reasonable ways, in the preparation of information helpful to the Contractor in defending the District against this suit. In the event that the District is required to pay monies, in defending such claims, resulting from the Contractor being uncooperative or unsuccessful in representing the District’s interest, or in the event that the District is ordered to pay damages as a result of a judgment arising out of an infringement of patents and/or copyrights, Contractor agrees to fully reimburse for all monies expended in connection with these matters. The District retains the right to offset against any amounts owed to the Contractor any such monies expended by the District in defending itself against such claims. Following written notification of an infringement claim, the Contractor may, at its expense and its discretion, either (a) procure for the District the right to continue to use the alleged infringing equipment/materials/technology/devices/System(s); (b) replace, modify, or provide substitute equipment/materials/technology/devices/System(s) to the District; or (c) return all monies paid by the District under the terms of this Agreement.
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Patents, Copyrights, and Proprietary Rights Indemnification. The Contractor agrees to indemnify, hold harmless and defend, at its sole cost and expense, the District from any claim or suit brought against the District arising from claims of violation of United States patents or copyrights or claims of misappropriation or misuse of trade secrets resulting from the Contractor or the District use of any equipment, technology, Documentation, and/or data developed in connection with the Services and devices described in this Agreement. The District will provide the Contractor with a written notice of any such claim or suit. The District will also assist the Contractor, in all reasonable ways, in the preparation of information helpful to the Contractor in defending the District against this suit. In the event that the District is required to pay monies, in defending such claims, resulting from the Contractor being uncooperative or unsuccessful in representing the District’s interest, or in the event that the District is ordered to pay damages as a result of a judgment arising out of an infringement of patents and/or copyrights, Contractor agrees to fully reimburse for all monies expended in connection with these matters. The District retains the right to offset against any amounts owed Contractor any such monies expended by the District in defending itself against such claims.
Patents, Copyrights, and Proprietary Rights Indemnification. The Contractor, at its own expense, shall completely and entirely defend the District from any claim or suit brought against the District arising from claims of violation of United States patents or copyrights resulting from the Contractor or the District use of any equipment, technology, documentation, and/or data developed in connection with the services and products described in this Agreement. The District will provide the Contractor with a written notice of any such claim or suit. The District will also assist the Contractor, in all reasonable ways, in the preparation of information helpful to the Contractor in defending the District against this suit. The District retains the right to offset any amounts owed to the Contractor in defending itself again claim. Following written notification of an infringement claim, the Contractor may, at its expense and its discretion, either (a) procure for the District the right to continue to use the alleged infringing product; (b) replace, modify, or provide substitute product to the District; or (c) return all monies paid by the District under the terms of the Agreement.
Patents, Copyrights, and Proprietary Rights Indemnification. Without limiting the general indemnification, above, Contractor shall indemnify, defend, save and hold harmless County, its officers, agents, and employees, from any claim or suit brought against County arising from claims of violation of United States patents or copyrights resulting from the Contractor’s or County’s use of any equipment, technology, documentation, and/or data developed in connection with the services and products described in this Agreement. In the event County is required to pay monies defending such claims, resulting from Contractor’s lack of cooperation or success in representing County’s interest, or in the event County is ordered to pay damages as a result of a judgment arising out of an infringement of patents and/or copyrights, Contractor agrees to fully reimburse County for all monies expended in connection with these matters. County retains the right to offset against any amounts owed.Contractor any such monies expended by County in defending itself against such claims.
Patents, Copyrights, and Proprietary Rights Indemnification. The Vendor, at its own expense, shall completely and entirely defend the City from any claim or suit brought against the City arising from claims of violation of United States patents or copyrights resulting from the Vendor or the City’s use of any equipment, technology, documentation, and/or data developed in connection with the services and products described in this Agreement. The City will provide the Vendor with a written notice of any claim or suit for patent or copyright infringement. The City will also assist the Vendor, in all reasonable ways, in the preparation of information helpful to the Vendor in defending the City against this suit. In the event that the City is required to pay monies in defending such claims, resulting from the Vendor being uncooperative or unsuccessful in representing the City's interest, or in the event that the City is ordered to pay damages as a result of a judgment arising out of an infringement of patents and/or copyrights, Vendor agrees to fully reimburse the City for all monies expended in connection with these matters. The City retains the right to offset against any amounts owed Vendor any such monies expended by the City in defending itself against such claims. Should a court order be issued against the City restricting the City's use of any product of a claim and should the Vendor determine not to further appeal the claim issue, at the City's sole option the Vendor shall provide, at the Vendor's sole expense, the following:
Patents, Copyrights, and Proprietary Rights Indemnification. A. Vendor will defend City against any third party claim(s) that the Tyler Software infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which Vendor consents). City must notify Vendor promptly in writing of the claim and give Vendor sole control over its defense or settlement. City agrees to provide Tyler with reasonable assistance, cooperation, and information in defending the claim at Tyler’s expense.
Patents, Copyrights, and Proprietary Rights Indemnification. The Independent Contractor, at its own expense, shall completely and entirely indemnify, defend, save and hold harmless the County from any claim or suit brought against the County arising from claims of violation of United States patents or copyrights resulting from the Independent Contractor or the County’s use of any equipment, technology, documentation, and/or data developed in connection with the services and products described in this Agreement. The County will provide the Independent Contractor with a written notice of any claim or suit for patent or copyright infringement. The County will also assist the Independent Contractor, in all reasonable ways, in the preparation of information helpful to the Independent Contractor in defending the County from suit. In the event that the County is required to pay monies in defending such claims, resulting from the Independent Contractor being uncooperative or unsuccessful in representing the County's interest, or in the event that the County is ordered to pay damages as a result of a judgment arising out of an infringement of patents and/or copyrights, Independent Contractor agrees to fully reimburse the County for all monies expended in connection with these matters. The County retains the right to offset against any amounts owed Independent Contractor any such monies expended by the County in defending itself against such claims. Should a court order be issued against the County restricting the County's use of any product and should the Independent Contractor determine not to further appeal the claim issue, at the County's sole option the Independent Contractor shall provide, at the Independent Contractor's sole expense, the following:
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Patents, Copyrights, and Proprietary Rights Indemnification. The Vendor, at its own expense, shall completely and entirely defend the City from any claim or suit brought against the City arising from claims of violation of United States patents or copyrights resulting from the Vendor or the City’s use of any equipment, technology, documentation, and/or data developed in connection with the Services and described in this Agreement. The City will provide the Vendor with a written notice of any such claim or suit. The City will also assist the Vendor, in all reasonable ways, in the preparation of information helpful to the Vendor in defending the City against this suit. If the City is required to pay monies in defending such claims, resulting from the Vendor being uncooperative or unsuccessful in representing the City's interest, or in the event that the City is ordered to pay damages as a result of a judgment arising out of an infringement of patents and/or copyrights, Vendor agrees to fully reimburse the City for all monies expended in connection with these matters. The City retains the right to offset against any amounts owed Vendor any such monies expended by the City in defending itself against such claims.
Patents, Copyrights, and Proprietary Rights Indemnification. 1. The Contractor, at its own expense, shall completely and entirely defend the City from any claim or suit brought against the City arising from claims of violation of United States patents or copyrights resulting from the Contractor or the City’s use of any equipment, technology, documentation, and/or data developed in connection with the services and products described in this Contract. The City will provide the Contractor with a written notice of any such claim or suit. The City will also assist the Contractor, in all reasonable ways, in the preparation of information helpful to the Contractor in defending the City against this suit.

Related to Patents, Copyrights, and Proprietary Rights Indemnification

  • Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services. This section shall also apply to deliverables identified as such in the relevant Support Material except that HP is not responsible for claims resulting from deliverables content or design provided by Customer.

  • Intellectual Property Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.

  • INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.

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