IP indemnity definition

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 xxxx, service xxxx or other intellectual property rights of that third party (a claim), provided that the Service Provider:
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IP indemnity shall have the meaning provided at Clause 15.7;
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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.] The Licensor indemnifies the Licensee against any claim or proceeding brought against the Licensee in the Territory to the extent that claim or proceeding alleges that the Licensee’s use of the Software in accordance with the Agreement constitutes an infringement of a third party’s Intellectual Property Rights in the Territory (IP Claim). The indemnity is subject to the Licensee: promptly notifying the Licensor in writing of any IP Claim; making no admission of liability and not otherwise prejudicing or settling the IP Claim, without the Licensor’s prior written consent; and giving the Licensor complete authority and information required for the Licensor to conduct and/or settle the negotiations and litigation relating to the IP Claim. The costs incurred or recovered are for the Licensor’s account. The indemnity in clause 6.4a does not apply to the extent that an IP Claim arises from or in connection with: the Licensee’s breach of the Agreement; the use of the Software in a manner or for a purpose not reasonably contemplated by the Agreement or otherwise not authorised in writing by the Licensor; any third party data or data owned by the Licensee; or modification or alteration of the Software by a person other than the Licensor. If at any time an IP Claim is made, or in the Licensor’s reasonable opinion is likely to be made, then in defence or settlement of the IP Claim, the Licensor may (at the Licensor’s option): obtain for the Licensee the right to continue using the items that are the subject of the IP Claim; or modify, re-perform or replace the items that are the subject of the IP Claim so they become non-infringing.
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Examples of IP indemnity in a sentence

  • We also provide a third party IP indemnity to Honeywell which is subject to this cap.

  • The study tested five alternative hypotheses using the multiple linear regression results.

  • Several of you commented that the IP indemnity should clearly state that it covers only third- party claims.

  • Q5 Clause C6.20- C6.18 Patents and Royalties, Please note that IP indemnity is an important part of a contract and cannot be broad.

  • Nothing in these CONDITIONS shall limit or exclude SUPPLIER’s liability for death, personal injury, fraud or fraudulent misrepresentation, under the IP indemnity at clause 13.4, or for any other matter in respect of which it would be unlawful for SUPPLIER to exclude or restrict liability.

  • Nothing in these CONDITIONS shall limit or exclude SUPPLIER’s liability for fraud or fraudulent misrepresentation, under the IP indemnity at clause 13.4 or for any other matter in respect of which it would be unlawful for SUPPLIER to exclude or restrict liability.

  • 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.

  • Commented [JN(HC15]: I have included rented goods in the IP indemnity.

  • IP warranty stating that the case and exclusive remedy their breach can the IP warranty is indemnification pursuant to the IP indemnity.

  • There was no differences in this hemodynamic variables between CG and SPG (Graph 5.2).


More Definitions of IP indemnity

IP indemnity has the meaning ascribed thereto in clause 11.6;
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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 9.3(a).

  • Tax Indemnity means the indemnity in respect of certain Taxation matters referred to in clause 10;

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Indemnity Obligations means all obligations of the Company to Indemnitee under this Agreement, including the Company’s obligations to provide indemnification to Indemnitee and advance Expenses to Indemnitee under this Agreement.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Parent Indemnified Parties has the meaning set forth in Section 9.2(a).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Limit of Indemnity means the amount stated in the Schedule pursuant to Clause 5 of this Policy.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Holder Indemnified Parties has the meaning set forth in Section 7(a).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Holder Indemnified Party is defined in Section 4.1.