IP indemnity definition

IP indemnity shall have the meaning provided at Clause 15.7;
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IP indemnity. The LFC will indemnify the Service Provider against any cost, damage or loss (including reasonable legal costs) suffered or incurred by the Service Provider as a direct result of any claim by a third party that the Service Provider’s use or sub-licensing of any software licensed to it by the LFC, or use of Services or LFC (Service Provider) Equipment provided by the LFC, in accordance with this Agreement infringes any patent, copyright, design, trade name, trade mark, service mark or other intellectual property rights of that third party (a claim), provided that the Service Provider: (a) does not admit liability or settle any claim without the LFC’s prior written consent; and (b) permits the LFC (at the LFC’s cost) to defend the claim, and renders all reasonable assistance to the LFC for that purpose. The Service Provider shall give the LFC written notice of the claim by the third party for which the indemnity is claimed under this clause 14.4 within ten Business Days of becoming aware of it.
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IP indemnity. The LFC will indemnify the Service Provider against any cost, damage or loss (including reasonable legal costs) suffered or incurred by the Service Provider as a direct result of any claim by a third party that the Service Provider’s use of any software licensed by the LFC in accordance with this Agreement infringes any patent, copyright, design, trade name, trade mark or service mark of that third party (a claim), provided that the Service Provider: (a) gives the LFC written notice of the claim within five Business Days of becoming aware of it; (b) does not admit liability or settle any claim without the LFC’s prior written consent; and (c) permits the LFC (at the LFC’s cost) to defend the claim, and renders all reasonable assistance to the LFC for that purpose.
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Examples of IP indemnity in a sentence

  • Each party grants licences to the other, and you make an IP-related warranty and grant an IP indemnity (with some carve-outs to protect you in relation to Third Party Material and certain other things).

  • Indemnification – Intellectual Property - Mitel requests the following IP indemnity language be included in the resulting contract: “Vendor shall at its expense indemnify and defend TIPS and/or TIPS Member from any claim or action filed against TIPS and/or TIPS Member to the extent that it is based on a claim that the hardware or software infringes a valid U.S. or Canadian intellectual property right.

  • In a nutshell, though, you own your existing IP and modifications to it, the Purchasing Agency owns its existing IP, you own the new IP in software you develop for the Purchasing Agency (if any), the Purchasing Agency owns new IP in other materials you develop specifically for it, each party grants licences to the other, and you make an IP-related warranty and grant an IP indemnity (with some carve-outs to protect you in relation to Third Party Material and certain other things).

  • The limitations in clause 14.1 do not apply to liability of the Contractor, including under an indemnity whether or not expressly referred to in this clause, for: personal injury and death; loss of, or damage to, third party property; breach of IP rights, confidentiality, privacy or security obligations; fraud or wilful default; or unlawful (not including breach of contract) or illegal acts; or the IP indemnity provided by the Contractor under clause 37.c.


More Definitions of IP indemnity

IP indemnity. [User note: This is the only indemnity provided by the Licensor. The indemnity protects the Licensee against claims by third parties that the Software infringes those third parties’ intellectual property rights. The scope of the indemnity will depend on the negotiating power of the parties.]
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Related to IP indemnity

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors, as applicable.

  • Indemnity means the payment of an amount to offset all or part of an insured loss.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Cap has the meaning set forth in Section 9.4(a).

  • Tax Indemnity means the deed of covenant against Taxation in the Agreed Terms to be entered into at Closing;