Proprietary Rights Indemnity. Contractor shall indemnify, defend and hold harmless District, its officers, directors, and employees, agents from and against any losses suffered by District as a result of Contractor’s breach of its warranties set forth in Section 21 of this Agreement. Contractor shall defend, indemnify, and hold harmless District, its officers, directors, employees, agents from and against any claim, demand, challenge, suit, loss, cost, damage, or liability based on any assertion that the Work or any component or part thereof infringes, misappropriates, or violates any patent right, copyright right, trade secret, or other proprietary right of any third party. District shall notify Contractor in writing of the initial claim or action brought against it. The selection of counsel, the conduct of the defense of any lawsuit, and any settlement shall be within Contractor’s control; provided that District shall have the right to participate in the defense of any such infringement claim using counsel of its choice, at District’s expense. No settlement shall be made without notice to, and the prior written consent of, District.
Proprietary Rights Indemnity. Cadence will defend at its own expense, or its option reimburse Customer for reasonable costs of defense, in connection with any legal action brought against Customer to the extent that it is based on a claim or allegation that any Software infringes a U.S. patent or copyright of any third party, and Cadence will pay any costs and damages finally awarded against Customer in any such action that are attributable to any such claim or incurred by Customer through settlement thereof, but shall not be responsible for any compromise made or expense incurred without its consent. However, such defense and payments are subject to the condition that Customer gives Cadence prompt written notice of such claim, allows Cadence to direct the defense and settlement of the claim, and cooperates with Cadence as necessary for defense and settlement of the claim. Should any Licensed Materials, or the operation thereof, become or in Cadence’s opinion be likely to become, the subject of such claim, Cadence may, at Cadence’s option and expense, procure for Customer the right to continue using the Licensed Materials, replace or modify the Licensed Materials so that they become non-infringing, or terminate the license granted hereunder for such Licensed Materials and refund to Customer the Fees (less a reasonable charge for the period during which Customer has had availability of such Licensed Materials for Use and of the Maintenance Services). Cadence will have no liability for any infringement claim to the extent it; (i) is based on modification of Licensed Materials other than by Cadence, with or without authorization; or (ii) results from failure of Customer to Use and Updated version of the Licensed Materials; or (iii) is based on the combination or Use of a Licensed Materials with any other software, program or device not provided by Cadence if such infringement would not have arisen but for such use or combination; or (iv) results from compliance by Cadence with designs, plans or specifications furnished by Customer, or (v) is based on any products, devices, software or applications designed or developed through Use of the Licensed Materials. THE FOREGOING STATES CADENCE’S ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR PROPRIETARY RIGHTS INFRINGEMENTS.
Proprietary Rights Indemnity. 4.1 If timely and promptly notified of any action (and all claims relating to such action) brought against Master Distributor, based upon a claim that the Service(s) or the use thereof infringes a United States patent, Trade Xxxx, Service Xxxx, or copyright ("Infringement Claim"), PVI shall defend and hold harmless the Mater Distributor against such action at its expense and pay the costs and damages awarded in any such action, provided that PVI 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 Infringement Claim, or in PVI's opinion, the Services are likely to become the subject of an Infringement Claim, PVI will, at its option and its sole expense, either procure the right to continue using the Service(s), or replace or modify the same so that such Service(s) becomes non-infringing. PVI will not have any liability to Master Distributor for an Infringement Claim, if such claim results from Master Distributor's modification of the Services in any manner.
Proprietary Rights Indemnity. Lessor shall indemnify, defend, and hold harmless University, its officers, agents, and employees against all losses, damages, liabilities, costs, and expenses (including but not limited to attorneys' fees) resulting from any judgment or proceeding in which it is determined, or any settlement agreement arising out of the allegation, that Xxxxxx's furnishing or supplying University with parts, goods, components, programs, practices, or methods under this order or University's use of such parts, goods, components, programs, practices, or methods supplied by Lessor under this order constitutes an infringement of any patent, copyright, trademark, trade name, trade secret, or other proprietary or contractual right of any third party. The foregoing shall not apply unless University has informed Xxxxxx as soon as practicable of the suit or action alleging such infringement. Lessor shall not settle such suit or action without the consent of University. University retains the right to participate in the defense against any such suit or action.
Proprietary Rights Indemnity a. All title and intellectual property rights in and to the Products are owned exclusively by Imperva and its partners and suppliers. Other than as expressly set forth in this Agreement, no license or other rights in or to the Products and intellectual property rights thereto are granted to End User, and all such licenses and rights are hereby expressly reserved. Any ideas, suggestions, modifications and the like made by End User with respect to a Product will be the property of Imperva regardless of whether Imperva chooses to exercise its rights to incorporate such ideas, suggestions or modifications into the Product.
Proprietary Rights Indemnity. Licensor shall indemnify, hold harmless and defend Licensee, its agents, officers and employees against any and all claims made against Licensee that use of the Licensed Trademark and/or the Software infringes any license, patent, copyright, trademark, trade secret or other proprietary right, and hold Licensee harmless against any and all damages, judgments and attorneys' fees arising out of the foregoing; provided, however, that Licensee shall give Licensor prompt written notice of such claims and that such indemnity shall not extend to modifications of the Software made by Licensee or its sublicensees.
Proprietary Rights Indemnity. Developer agrees to defend, indemnify ----------------------------- and hold harmless Apple and Apple's affiliates, directors, officers, employees, agents and contractors from any and all losses, damages, liabilities, costs, expenses (including reasonable attorney's fees), judgments or settlement amounts arising out of or in connection with any claim that the marketing, sale or use of a Program infringes any patent, copyright, trademark, trade secret, privacy right, right of publicity or other proprietary right of a third party.
Proprietary Rights Indemnity. SII agrees to defend, indemnify and ----------------------------- hold harmless Reseller and Reseller's affiliates, directors, officers, employees, agents and contractors from any and all losses, damages, liabilities, costs, expenses (including reasonable attorney's fees), judgments or settlement amounts arising out of or in connection with any claim that the' marketing, sale or use of a Program infringes any patent, copyright, trademark, trade secret, privacy right, right of publicity or other proprietary right of a third party.
Proprietary Rights Indemnity. (a) Cimetrix represents and warrants that (i) Cimetrix is the sole author of the Licensed Software and has full and exclusive right to grant all licenses and rights granted therein; (ii) that the Licensed Software has not been published under circumstances that have caused loss of copyright therein; (ii) that the Licensed Software does not infringe any patent, copyright, trade secret or other proprietary right (including trade secrets of any third party); and (iv) no claim, regardless of whether embodied in an action past or present, of infringement of any patent, copyright, trademark or other intellectual property
Proprietary Rights Indemnity. Hemisphere shall indemnify, defend and hold harmless Licensee from and against any and all actions, claims, demands, proceedings, liabilities, direct damages, judgments, settlements, fines, penalties, costs and expenses, including royalties and attorneys' fees and related costs, in connection with or arising out of any actual infringement of any third party patent, copyright or other intellectual property right by the Software or by its use, in accordance with this Agreement and documentation, PROVIDED THAT: (a) Hemisphere has the right to assume full control over any action, claim, demand or proceeding, (b) Licensee shall promptly notify Hemisphere of any such action, claim, demand, or proceeding, and (c) Licensee shall give Hemisphere such reasonable assistance and tangible material as is reasonably available to Licensee for the defense of the action, claim, demand or proceeding. Licensee shall not settle or compromise any of same for which Hemisphere has agreed to assume responsibility without Hemisphere's prior written consent. Licensee may, at its sole cost and expense, retain separate counsel from the counsel utilized or retained by Hemisphere.
