Proprietary Rights and Indemnification Sample Clauses

Proprietary Rights and Indemnification. 11 15 EXCLUSION AND DISCLAIMER OF ALL OTHER WARRANTIES..................... 12 16
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Proprietary Rights and Indemnification. You warrant that goods that we have manufactured in accordance with or based upon your specifications or upon technical data you have furnished to us or any reports created or generated based upon your specifications do not infringe any United States and/or foreign patent, trademark, copyright, known trade secret or any other proprietary rights of persons not a party to this Agreement. You will indemnify us from and hold us harmless against any and all judgments, decrees, orders, claims and liability, and all loss, cost, damage, injury, or expenses incident thereto, resulting from any alleged infringement. If we request, you will defend us at your own expense in any action or proceeding instituted against us in which any such infringement in the manufacture, use or sale of goods or services conforming to your specifica- tions or technical data is asserted. We may, if we desire, be represented by and participate through our own counsel, whose reasonable fees and expenses you agree to pay. If any claim of infringement or the like is made with respect to goods or services we have designed, manufactured or provided entirely in accordance with our own specifications, our obligations shall be exclusively as set forth in Section 2-312(3) and 2-607 of the Uniform Commercial Code as in effect in the State of Connecticut. We will not be obligated on any claim if:
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Proprietary Rights and Indemnification. BioTek shall defend, indemnify and hold harmless the Distributor and any licensee at BioTek's sole expense from any claim or action brought against the Distributor or any licensee to the extent that it is based on a claim that the Products infringe a patent, copyright, Trade Secret, trademark or any other proprietary right or Confidential Information, and BioTek shall pay all damages and costs arising therefrom including reasonable attorneys fees, expert witness fees and disbursements awarded against the Distributor or any licensee. Provided, however, that the Distributor and such licensees shall not individually be entitled to any indemnification unless the affected party provides written notice to BioTek within 10 business days from receipt of the initial claim, lawsuit or arbitration procedure and allows BioTek the right to defend the claim on its behalf. This indemnification right shall not affect any other rights or remedies of law or in equity as a result of any alleged infringement.
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Proprietary Rights and Indemnification. CBF shall own the entire right, title and interest in and to all corrections, programs, information and work product conceived, created or developed as a result of or related to the performance of this Agreement, including all proprietary rights therein or based thereon. All Modifications provided to Interlinq shall become part of the RAKIS Programs and their use by Interlinq shall be governed by the terms and conditions of the License Agreement.
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Proprietary Rights and Indemnification 
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Related to Proprietary Rights and Indemnification

  • Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.

  • Infringement Indemnification If notified promptly in writing of any judicial action brought against City based on an allegation that City’s use of the Licensed Software infringes a patent, copyright, or any right of a third party or constitutes misuse or misappropriation of a trade secret or any other right in intellectual property (Infringement), Contractor will hold City harmless and defend such action at its own expense. Contractor will pay the costs and damages awarded in any such action or the cost of settling such action, provided that Contractor shall have sole control of the defense of any such action and all negotiations or its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against City based on an allegation that City’s use of the Licensed Software constitutes Infringement, Contractor will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that Contractor shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction is obtained against City’s use of the Licensed Software by reason of Infringement, or in Contractor’s opinion City’s use of the Licensed Software is likely to become the subject of Infringement, Contractor may at its option and expense: (a) procure for City the right to continue to use the Licensed Software as contemplated hereunder, (b) replace the Licensed Software with a non-infringing, functionally equivalent substitute Licensed Software, or (c) suitably modify the Licensed Software to make its use hereunder non-infringing while retaining functional equivalency to the unmodified version of the Licensed Software. If none of these options is reasonably available to Contractor, then the Agreement may be terminated at the option of either Party hereto and Contractor shall refund to City all amounts paid under this Agreement for the license of such infringing Licensed Software. Any unauthorized modification or attempted modification of the Licensed Software by City or any failure by City to implement any improvements or updates to the Licensed Software, as supplied by Contractor, shall void this indemnity unless City has obtained prior written authorization from Contractor permitting such modification, attempted modification or failure to implement. Contractor shall have no liability for any claim of Infringement based on City’s use or combination of the Licensed Software with products or data of the type for which the Licensed Software was neither designed nor intended to be used.

  • Proprietary Rights The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

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