PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City’s use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services.
PROPRIETARY RIGHTS INDEMNIFICATION. NetIQ hereby represents and warrants ---------------------------------- that the Products and the sale and use of the Products do not infringe upon any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any third party, and that there are no suits or proceedings, pending or threatened alleging any such infringement that have not been disclosed to Tech Data. Regarding any suits or proceedings which have been disclosed to Tech Data, then NetIQ will either (a) not supply Tech Data with any of the Products which are the subject of a disclosed suit or proceeding, or (b) if NetIQ supplies Tech Data with said Products, then NetIQ will be liable to Tech Data for those items in Section 6.5 below in addition to its indemnification obligations stated herein. NetIQ shall indemnify and hold Tech Data, Tech Data's parent, affiliates and subsidiaries and their respective, officers, directors, employees and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs and expenses, which they or any of them incur or become obligated to pay resulting from or arising out of any breach or claimed breach of the foregoing warranty. Tech Data shall inform NetIQ of any such suit or proceeding filed against Tech Data and shall have the right, but not the obligation, to participate in the defense of any such suit or proceeding at Tech Data's expense. NetIQ shall, at its option and expense, either (i) procure for Tech Data, its Customers and End Users the right to continue to use the Product as set forth in this Agreement, or (ii) replace, to the extent Products are available, or modify the Product to make its use non-infringing while being capable of performing the same function without degradation of performance. If neither of the foregoing alternatives (i) or (ii) is reasonably available, NetIQ shall accept a return of the Products from Tech Data, at NetIQ's sole cost and expense, and shall refund to Tech Data the full amount of the price paid by Tech Data for said returned Products, less any price protection credits, but not including any early payment or prepayment discounts. NetIQ shall have no liability under this Section 6.2 for any infringement based on the use of any Product, if the Product is used in a manner or with equipment for which it was not reasonably intended. NetIQ's obligations under this Section 6.2 shall survive termination or expiration of this Agreement.
PROPRIETARY RIGHTS INDEMNIFICATION. Vendor shall warrant that all elements of its solution, including all equipment, software, documentation, services and deliverables, do not and will not infringe upon or violate any patent, copyright, trade secret or other proprietary rights of any third party. In the event of any claim, suit or action by any third party against the State of Delaware, the State of Delaware shall promptly notify the vendor in writing and vendor shall defend such claim, suit or action at vendor’s expense, and vendor shall indemnify the State of Delaware against any loss, cost, damage, expense or liability arising out of such claim, suit or action (including, without limitation, litigation costs, lost employee time, and counsel fees) whether or not such claim, suit or action is successful. If any equipment, software, services (including methods) products or other intellectual property used or furnished by the vendor (collectively “”Products”) is or in vendor’s reasonable judgment is likely to be, held to constitute an infringing product, vendor shall at its expense and option either:
PROPRIETARY RIGHTS INDEMNIFICATION. ITrackr agrees to indemnify, defend, and hold RespondQ Indemnitees harmless from and against any and all Claims, including reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from any RespondQ Indemnitee, arising out of a claim that the Services infringes or misappropriates any United States or foreign patent, copyright, trade secret, trademark, or other proprietary right. In the event that ITrackr is enjoined from delivering either preliminary or permanently, or continuing to license to RespondQ, the Services and such injunction is not dissolved within thirty (30) days, or in the event that RespondQ is adjudged, in any final order of a court of competent jurisdiction from which no appeal is taken, to have infringed upon or misappropriated any patent, copyright, trade secret, trademark, or other proprietary right in the use of the Services, then ITrackr shall, at its expense: (a) obtain for RespondQ the right to continue using such Services; (b) replace or modify such Services so that it does not infringe upon or misappropriate such proprietary right and is free to be delivered to and used by RespondQ; or, (c) in the event that ITrackr is unable or determines, in its reasonable judgment, that it is commercially unreasonable to do either of the aforementioned, ITrackr shall reimburse to RespondQ the full cost associated with Termination Assistance Services.
PROPRIETARY RIGHTS INDEMNIFICATION. MigraTEC represents and warrants that (i) at the time of delivery to EDS, no Product provided under this Agreement is the subject of any litigation ("Litigation"), and (ii) MigraTEC has all right, title, ownership interest, and/or marketing rights necessary to provide the Products to EDS and that each License, the Products and their sale, license, and use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement ("Infringement"). MigraTEC shall indemnify and hold EDS and Product end users and their respective successors, officers, directors, employees, and agents harmless from and against any and all actions, claims, losses, damages, liabilities, awards, costs, and expenses (including legal fees) resulting from or arising out of any Litigation, any breach or claimed breach of the foregoing warranties, or which is based on a claim of an Infringement and MigraTEC shall defend and settle, at its expense, all suits or proceedings arising therefrom. EDS shall inform MigraTEC of any such suit or proceeding against EDS and shall have the right to participate in the defense of any such suit or proceeding at its expense and through counsel of its choosing. MigraTEC shall notify EDS of any actions, claims, or suits against MigraTEC based on an alleged Infringement of any party's intellectual property rights in and to the Products. In the event an injunction is sought or obtained against use of the Products or in EDS' opinion is likely to be sought or obtained, MigraTEC shall promptly, at its option and expense, either (A) procure for EDS and Product end users the right to continue to use the infringing Product as set forth in this Agreement, or (B) replace or modify the infringing Products to make its use non-infringing while being capable of performing the same function without degradation of performance.
PROPRIETARY RIGHTS INDEMNIFICATION. Chordiant represents and warrants that as of the Effective Date: no Product provided under this Agreement is the subject of any litigation ("Litigation"), furthermore, if a Product becomes the subject of Litigation after the Effective Date Chordiant will immediately notify EDS of such Litigation. EDS may terminate any License, and receive a full refund of any amounts paid for such Product after the date legal process regarding such Litigation has been served on Chordiant. Further; Chordiant represents and warrants that to Chordiant's knowledge, (i) Chordiant has all right, title, ownership interest, and/or marketing rights necessary to provide the Products to EDS, and (ii) as of the Effective Date each License, the Products and their sale, license, and use hereunder do not and shall not directly or indirectly violate or infringe upon any copyright, patent, trade secret, or other proprietary or intellectual property right of any third party or contribute to such violation or infringement.
PROPRIETARY RIGHTS INDEMNIFICATION. If notified promptly in writing of any judicial action brought against GM based on an allegation that GM's use of the Products infringes any patent, copyright, trademark, mask work or any rights of a third party or constitutes misuse or misappropriation of a trade secret (Infringement), CWC will defend such action at its expense and will pay the costs and damages awarded in any such action or the cost of settling such action. CWC shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. If notified promptly in writing of any informal claim (other than a judicial action) brought against GM based on an allegation that GM's use of the Products constitute Infringement, CWC will pay the costs associated with resolving such claim and will pay the settlement amount (if any), provided that CWC shall have sole control of the resolution of any such claim and all negotiations for its settlement. In the event a final injunction shall be obtained against GM's use of the Products by reason of infringement, or in CWC'
PROPRIETARY RIGHTS INDEMNIFICATION a. Seller agrees: (i) to defend, hold harmless and indemnify Constellium, its successors, and Constellium’s Customer against claims of actual or alleged direct infringement (including literal infringement and infringement under the Doctrine of Equivalents) of, or contributory infringement of or inducement to infringe, any proprietary right (including any patent, trademark, copyright, moral, industrial design right or other proprietary right or misuse or misappropriation of trade secret) and against any resulting damages or expenses (including attorneys’ and other professionals’ fees, settlements, releases and judgments) to the extent such damages or expenses arise out of or relate in any way to the Products covered by this Purchase Order (including without limitation their manufacture, purchase, use and/or sale) or under any legal theory related to the Products, including such claims where Seller has provided only part of the Products, and Seller expressly waives any claim against Constellium that such infringement arose out of compliance with Constellium's specifications; (ii) to waive any claim against Constellium, including any hold harmless or similar claim, in any way related to a third-party claim asserted against Seller or Constellium for infringement of any proprietary right (including any patent, trademark, copyright, moral, industrial design right or other proprietary right or misuse or misappropriation of trade secret), including claims arising out of specifications furnished by Constellium; (iii) that Constellium, Constellium's subcontractors and Constellium’s Customer have the worldwide, irrevocable right and license to repair, reconstruct, rebuild, and make, and to have repaired, reconstructed, rebuilt, and made, the Products without payment of any royalty or other compensation to Seller or any other party; (iv) that manufactured parts based on Constellium's drawings or specifications may not be used for Seller's own use or sold to third parties without Constellium's express written authorization;
PROPRIETARY RIGHTS INDEMNIFICATION. 20 5.3 Cross Indemnification..................................................... 21
PROPRIETARY RIGHTS INDEMNIFICATION. On demand, Micronet shall indemnify, defend and hold harmless, Teletrac from and against any Claims resulting or arising from or in connection with the violation or infringement of any third party's trade secrets, proprietary information, trademarks, copyrights or patent rights ("Proprietary Rights Claims") in connection with services, work or Terminals provided by Micronet under this agreement; provided, however, that Micronet shall not be required to indemnify Teletrac against any Proprietary Rights Claims from third parties arising out of Specifications provided by Teletrac. If Teletrac is enjoined or otherwise prevented by any administrative or legal order from using or selling the Terminals due to such a violation or alleged violation, Micronet shall take such action as is necessary to clear the infringement claim, as follows:
