Common use of PATENT AND COPYRIGHT INFRINGEMENT Clause in Contracts

PATENT AND COPYRIGHT INFRINGEMENT. The Consultant shall report to the Owner, promptly and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of this Agreement of which the Consultant has knowledge. In the event of any claim or suit against the Owner on account of any alleged patent or copyright infringement arising out of the performance of this Agreement or out of the use of any supplies furnished or work or services performed under this Agreement, the Consultant shall furnish to the Owner, when requested by the Owner, all evidence and information in possession of the Consultant pertaining to such suit or claim. Such evidence and information shall be furnished at the expense of the Consultant. The Consultant agrees to include, and require inclusion of, the provisions of this Section in all subcontracts at any tier for supplies or services. The Consultant shall indemnify the Owner and its officers, agents, and employees against liability, including costs and attorneys’ fees, for infringement of any United States patent or copyright arising from the manufacture or delivery of supplies, the performance of services, or the construction, alteration, modification, or repair of real property under this Agreement, or out of the use or disposal by or for the account of the Owner of such supplies or construction work. This indemnity shall not apply unless the Consultant shall have been informed within ten (10) business days following the Owner’s receipt of legal notice of any suit alleging such infringement and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in its defense. Further, this indemnity shall not apply to (1) an infringement resulting from compliance with specific written instructions of the Owner directing a change in the supplies to be delivered or in the materials or equipment to be used, or directing a manner of performance of the Agreement not normally used by the Consultant, (2) an infringement resulting from addition to or change in supplies or components furnished or construction work performed that was made subsequent to delivery or performance, or (3) a claimed infringement that is unreasonably settled without the consent of the Consultant, unless required by final decree of a court of competent jurisdiction.

PATENT AND COPYRIGHT INFRINGEMENT. The Consultant shall report to the Owner, promptly Company will defend and in reasonable written detail, each notice or claim of patent or copyright infringement based on the performance of indemnify Licensee against any and all claims made by a third party that a Licensed Program delivered under this Agreement of which the Consultant has knowledge. In the event of any claim infringes a copyright or suit against the Owner on account of any alleged a patent or copyright infringement arising out of the performance United States of this Agreement America or out of Canada, provided that (i) Licensee provides Company with prompt written notice of the use claim, and (ii) Licensee gives Company control of any supplies furnished or work or services performed under this Agreementthe defense of the claim and provides reasonable cooperation in the defense of the claim, and (iii) in the case of a patent infringement, the Consultant shall furnish to the Owner, when requested by the Owner, all evidence and information in possession related patent has been granted as of the Consultant pertaining date of Licensed Program’s delivery to such suit or claimLicensee. Such evidence indemnification is limited to costs, damages and information shall be furnished at the expense of the Consultant. The Consultant agrees to include, and require inclusion of, the provisions of this Section in all subcontracts at any tier for supplies or services. The Consultant shall indemnify the Owner and its officers, agents, and employees expenses (including reasonable legal fees) finally awarded against liability, including costs and attorneys’ fees, for infringement of any United States patent or copyright arising from the manufacture or delivery of supplies, the performance of services, or the construction, alteration, modification, or repair of real property under this Agreement, or out of the use or disposal Licensee by or for the account of the Owner of such supplies or construction work. This indemnity shall not apply unless the Consultant shall have been informed within ten (10) business days following the Owner’s receipt of legal notice of any suit alleging such infringement and shall have been given such opportunity as is afforded by applicable laws, rules, or regulations to participate in its defense. Further, this indemnity shall not apply to (1) an infringement resulting from compliance with specific written instructions of the Owner directing a change in the supplies to be delivered or in the materials or equipment to be used, or directing a manner of performance of the Agreement not normally used by the Consultant, (2) an infringement resulting from addition to or change in supplies or components furnished or construction work performed that was made subsequent to delivery or performance, or (3) a claimed infringement that is unreasonably settled without the consent of the Consultant, unless required by final decree of a court of competent jurisdictionjurisdiction or agreed to in a written settlement agreement signed by Company arising out of such claim. Company shall have no obligation to defend or indemnify Licensee against any claim related to (i) any modification of a Program by the Licensee or anybody but the Company, or (ii) the use of Public Software included in or delivered with any Licensed Program, or (iii) the use of one or more Licensed Programs in combination with other elements, data, programs not provided by the Company, or (iv) the use of Service Packs or Releases other than the most recent ones provided by the Company. If operation of a Licensed Program becomes, or in Company’s reasonable opinion, is likely to become the subject of an infringement claim, Licensee shall permit Company, at Company's option and expense, either to secure for Licensee the right to continue using the Licensed Program or to modify it, or replace it with another program which is functionally equivalent. If neither of the foregoing options is available on terms which are reasonable in Company's judgment, Licensee shall destroy or return said Licensed Program, and all copies thereof, to Company within one (1) month from Company's written request. In such a case, Company will grant Licensee a credit for the corresponding PLC, if applicable, depreciated on a straight-line over seven (7) years, to be applied to future licenses, and will reimburse Licensee for the unaccrued portion of any associated ALCs or YLCs paid, as the case may be. This Section 6 states Company’s entire liability and Licensee’s exclusive remedy for any claim of infringement under this Agreement.