Infringement Claims of Third Parties. Supplier agrees to indemnify, defend and hold harmless Datasite from and against any and all actions, proceedings, damages, liabilities, claims, losses and expenses (including reasonable attorney’s fees) arising from claims that the goods or services provided by Supplier hereunder infringe the patent, copyright, trademark rights, or constitute the misappropriation of trade secrets, of any third party. The obligations under this clause will survive the cancellation, termination or completion of this order.
Infringement Claims of Third Parties. Supplier agrees to indemnify, defend and hold harmless Xxxxxxx from and against any and all actions, proceedings, damages, liabilities, claims, losses and expenses (including reasonable attorney’s fees) arising from claims that the goods or services provided by Supplier hereunder infringe the patent, copyright, trademark rights, or constitute the misappropriation of trade secrets, of any third party. The obligations under this clause will survive the cancellation, termination or completion of this order.
Infringement Claims of Third Parties a. At its own expense, DealerTrack will defend Lender against any claim by any third party alleging that the Service or use of the DealerTrack Marks in accordance with Section 11 above infringes a patent, copyright or other third party Intellectual Property rights in the United States, and DealerTrack will pay all costs, damages and attorneys' fees finally awarded to any such third party in any infringement action or negotiated by DealerTrack in settlement; provided that Lender provides prompt written notice to DealerTrack of such claim (if Lender has 16 of 49 knowledge), and allows DealerTrack sole control of, and fully cooperates with DealerTrack in, the defense of such claims and all related negotiations at DealerTrack's expense.
Infringement Claims of Third Parties. In the event that any ------------------------------------ infringement suit or any claim of infringement involving the Licensed Trademarks in connection with the sale or distribution of the Products in the Territory pursuant to and in accordance with the terms of this Agreement is instituted by a third party against SJ JAPAN, SJ JAPAN shall give immediate notice of such suit or claim to ST. XXXX and ST. XXXX shall defend or settle such suit or claim at its own expense and SJ JAPAN shall offer reasonable cooperation to ST. XXXX in all aspects of any such suit or claim. ST. XXXX reserves the right to control the defense of any such suit or claim, including, without limitation, the right to choose counsel and to settle and dispose of any such suit or claim as it deems appropriate in its sole discretion.
Infringement Claims of Third Parties. 8 4.5 Insurance........................................... 8
Infringement Claims of Third Parties a. At its own expense, CREDIT CONNECTION will defend ABC against any claim by any third party alleging that the SERVICE or use of the MARK xx accordance with Section 3(b) above infringes a patent or copyright in the United States, and CREDIT CONNECTION will pay all costs, damages and attorneys' fees finally awarded to any such third party in any infringement action or negotiated by CREDIT CONNECTION in settlement; provided that ABC provides prompt written notice to CREDIT CONNECTION of such claim (if ABC has knowledge), and allows CREDIT CONNECTION sole control of, and fully cooperates with CREDIT CONNECTION in, the defense of such claims and all related negotiations.
Infringement Claims of Third Parties. Notwithstanding anything to the contrary in this Agreement: (a) If the Service and/or the DealerTrack Marks are, or in DealerTrack's sole discretion are likely to become, subject to a claim of infringement, DealerTrack, at its option and expense, shall either (i) procure for CMSI a license or a right to continue using the Service and/or the DealerTrack Marks; or (ii) modify the Service and/or the DealerTrack Marks to make it/them non-infringing in a manner that does not materially impair its/their functionality. If neither of the foregoing two options is reasonably available to DealerTrack, then either party may terminate this Agreement by notice to other party. Except for the Indemnity obligations set forth in Section 16(a), the foregoing shall be CMSI's sole and exclusive remedy and DealerTrack's sole and exclusive obligation with respect to any infringement claims relating to the Service and/or the DealerTrack Marks. (b) DealerTrack will have no obligation with respect to any actual or threatened infringement claim based in whole or in part upon (i) the CMSI System, (ii) any enhancements, upgrades or modifications to the Service and/or the DealerTrack Marks made by CMSI, or any party that CMSI authorizes, directs or permits to make such enhancements, upgrades or modifications, or (iii) CMSI's or its Users' failure to use the Service and/or the DealerTrack Marks in accordance with this Agreement or the Documentation. 15.
Infringement Claims of Third Parties. (a) At its own expense, CMSI will defend Licensee against any claim by any third party alleging that the Software infringes a patent or copyright in the United States, and CMSI will pay all costs, damages and attorneys' fees finally awarded to any such third party in any resulting infringement action (or such amounts as may be agreed upon by CMSI in any settlement), provided that Licensee provides prompt written notice to CMSI of such claim, and allows CMSI sole control of, and fully cooperates with CMSI in, the defense of such claims and all related negotiations.
Infringement Claims of Third Parties. Notwithstanding anything to the contrary in this Agreement, if any aspect of a Party's Intellectual Property, that is necessary for meeting that Party's or the other Party's obligations under this Agreement, becomes, or is likely to become, subject to a claim of infringement, that Party, at its option and its expense, will either: (a) procure for the other Party, a license or a right to continue using the Intellectual Property; or (b) modify the Intellectual Property to make it non-infringing but not materially impair its functionality. If neither of the foregoing two options is reasonably available, then either Party may terminate this Agreement by notice to other Party. Except for the indemnity obligations set forth in Section 13 below, the foregoing will be the Parties' sole and exclusive remedy with respect to any infringement claims relating to Intellectual Property.
Infringement Claims of Third Parties. Notwithstanding anything to the contrary in this Agreement:
