INDEMNIFICATION RELATING TO INFRINGEMENT. The Contractor will also defend, indemnify and hold the Authorized Users harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: a) such claim arises solely out of the Products as supplied by the Contractor, and not out of any modification to the Products made by Authorized User or by someone other than Contractor at the direction of the Authorized User without Contractor’s approval, or by reason of an off-the-shelf component; and b) Authorized User gives Contractor prompt written notice of any such action, claim suit or threat of suit alleging infringement. The Authorized User shall give Contractor the opportunity to take over, settle or defend such action, claim or suit at Contractor's sole expense, and to provide assistance in the defense of any such action, claim or suit at the expense of Contractor. Such indemnity shall only be applicable in the event of claims, judgments, liabilities and/or costs that may be finally assessed against Authorized User in any action for infringement of a patent, or of any copyright, trademark, trade secret or other third party proprietary right except to the extent such claims, judgments, liabilities and/or costs arise solely from the Authorized Users negligent act, failure to act, gross negligence or willful misconduct. If usage of a Product shall be enjoined for any reason or if Contractor believes that it may be enjoined, Contractor shall have the right, at its own expense and sole discretion to take action in the following order of precedence: (i) to procure for the Authorized User the right to continue usage (ii) to modify the service or Product so that usage becomes non-infringing, and is of at least equal quality and performance; or (iii) to replace such Product or parts thereof, as applicable, with non-infringing Product of at least equal quality and performance. If the above remedies are not available, the parties shall terminate the Contract, in whole or in part as necessary and applicable, provided that the Authorized User is given a refund for any amounts paid for the period during which usage was not feasible. In the event that an action at law or in equity is commenced against the Authorized User arising out of a claim that the Authorized User's use of the Product under the Contract infringes any patent, copyright...
INDEMNIFICATION RELATING TO INFRINGEMENT. The Contractor will fully indemnify, defend and save harmless the Department and its officers, commissioners, employees, representatives, and agents without monetary limitation from and against any and all losses, liabilities, judgments, damages, awards and costs (including legal fees and expenses), arising out of or related to any claim of, or action for, infringement of a United States Letter Patent, copyright, trademark, trade secret or other third party intellectually proprietary rights in each case to the extent caused by any Services provided by Contractor hereunder, provided that the Department shall give the Contractor: (i) prompt written notice of any action, claim or threat of infringement suit, or other suit, promptness of which shall be established by the Department upon the furnishing of written notice and verified receipt, (ii) the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and (iii) assistance in the defense of any such action, claim or suit at the expense of Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, the Department may require the Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the Department shall require. Notwithstanding the foregoing, the Department reserves the right to join such action, at its sole expense when it determines there is an issue involving a significant public interest. If any claim is brought against the Department for the unauthorized use of such product, information, service or thing, the Contractor will indemnify the Department for any expense due to such claim and will cooperate with the Department and the Attorney General in the defense of that claim.
INDEMNIFICATION RELATING TO INFRINGEMENT. A. Vendor will defend, indemnify and hold RGRTA harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: a) such claim arises solely out of the Deliverables as supplied by the Vendor, and not out of any modification to the Deliverables made by RGRTA or by someone other than Vendor at the direction of the Authorized User without Vendor's approval; and b) RGRTA gives Vendor prompt written notice of any such action, claim suit or threat of suit alleging infringement.
INDEMNIFICATION RELATING TO INFRINGEMENT a. The Contractor will also defend, indemnify and hold the Authorized Users harmless from and against any and all damages, expenses (including reasonable attorneys' fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: a) such claim arises solely out of the Products as supplied by the Contractor, and not out of any modification to the Products made by Authorized User or by someone other than Contractor at the direction of the Authorized User without Contractor’s approval; and b) Authorized User gives Contractor prompt written notice of any such action, claim suit or threat of suit alleging infringement.
INDEMNIFICATION RELATING TO INFRINGEMENT. The Contractor will defend, indemnify and hold the State and its officers, commissioners, employees, representatives, and agents harmless from and against any and all damages, expenses (including reasonable attorneys’ fees), claims, judgments, liabilities and costs in any action for infringement of a patent, copyright, trademark, trade secret or other proprietary right provided: (i) such claim arises solely out of the Services, Solution, product(s), deliverable(s) (or part(s) thereof), as supplied by the Contractor, and not out of any modification to the Services, Solution, product(s), deliverable(s) (or part(s) thereof), made by the State or by someone other than the Contractor at the direction of the State without Contractor’s approval, and (ii) the State gives Contractor prompt written notice of any such action, claim, suit, or threat of suit alleging infringement. The State shall give Contractor the opportunity to take over, settle or defend such action, claim or suit at Contractor’s sole expense, and the State will provide assistance in the defense of any such action, claim or suit at the expense of Contractor. Where a dispute or claim arises relative to a real or anticipated infringement, DTF may require the Contractor, at its sole expense, to submit such information and documentation, including formal patent attorney opinions, as the State shall require. Notwithstanding the foregoing, the State reserves the right to join such action, at its sole expense, when it determines there is an issue involving a significant public interest. If any claim is brought against the State for the unauthorized use of such Services, Solution, product(s), deliverable(s) (or part(s) thereof), the Contractor will indemnify the State for any expense due to such claim and will cooperate with the State and the Attorney General in the defense of that claim.
