PATENT INFRINGEMENTS. Vendor shall hold harmless and defend Customer from any claim or any suit based on any claim that the use of the Product by Customer under this agreement infringes on any patent, copyright, trademark, or other proprietary right of any third party, provided that Customer gives Vendor prompt and written notice of any such claim or suit and permits Vendor to control the defense thereof.
PATENT INFRINGEMENTS. 12.1 Should any Air Krete Quality Products imported or installed by Licensee strictly in accordance with the Technical Information and/or Industrial Property Rights supplied by Licensor under this Agreement partially or totally infringe an Industrial Property Right belonging to a third party which shall make a claim against Licensee for alleged infringement of such Industrial Property Right, Licensee shall immediately by telex or facsimile inform Licensor thereof and transfer the claim with all pertinent details to Licensor who shall be responsible for handling of the claim, and Licensee shall in no respect have any responsibility for the claim from such party unless infringement is caused by Licensee.
PATENT INFRINGEMENTS. If notified promptly in writing of any action brought against Licensees alleging that Licensees' sale, use or other disposition of the Licensed Check Products infringes any United States, Canadian or other patent, copyright or other proprietary right, Hyland will defend that action at its expense and will pay the costs of damages awarded against Licensees in the action, provided that (i) Hyland shall have primary responsibility and control of the defense of any such action and all negotiations for its settlement or comprise; (ii) Licensees cooperate with Hyland in defense of the action; and (iii) the action does not result from the use of the Licensed Check Products for purposes for which it was not designed or in combination with software or other Products not supplied by Hyland, unless the Licensed Check Products, instead of the combination of the Licensed Check Products with the software or other Products, is determined to be the cause of the claim. Hyland may, at its own expense, and Licensees shall allow Hyland to procure for Licensees the right to continue the use of the Licensed Check Products as permitted under this Agreement or replace or modify the Licensed Check Products so that it becomes non-infringing. Instead of or in addition to defending such action or suit, the foregoing provisions to the contrary notwithstanding, if the action and/or claim relates to or affects in any way Licensees' use of the Licensed Check Products, Hyland shall not have the authority or right to settle said action and/or claim without first obtaining the prior express written approval of Licensees, which approval Licensee may withhold for good cause and/or reasonable business concerns.
PATENT INFRINGEMENTS. 10.1 In the Field of Use, MOTOROLA shall have the primary right, but not the obligation, to prosecute and control at its own expense all lawful actions in response to infringements or misappropriations of the Licensed Patents or the Know-how (each, an "Unauthorized Use"). Neither party shall have a duty to report to the other party instances where a third party is or may be engaging in Unauthorized Use. Within a reasonable time (not to [The confidential material contained herein has been omitted and has been separately filed with the Commission.] after UDC gives written notice to MOTOROLA describing circumstances involving Unauthorized Use and requesting MOTOROLA to take action against such infringement, MOTOROLA shall provide UDC with written notice indicating whether or not MOTOROLA intends to take responsibility for ending the Unauthorized Use. If MOTOROLA (i) gives written notice to UDC that MOTOROLA does not intend to take responsibility for ending the Unauthorized Use, or (ii) gives written notice to UDC that MOTOROLA intends to take responsibility for ending the Unauthorized Use, but MOTOROLA, within [The confidential material contained herein has been omitted and has been separately filed with the Commission.] days after providing such notice, has not persuaded the third party engaged in or believed to be engaged in the Unauthorized Use (the "Unauthorized User") to cease such Unauthorized Use and has not brought and is not then diligently prosecuting an infringement action against the Unauthorized User (or at any time thereafter MOTOROLA ceases to diligently prosecute such an infringement action against the Unauthorized User), then UDC shall have the right, but shall not be obligated, to take responsibility for ending the Unauthorized Use at UDC's own expense. In furtherance of such right, MOTOROLA hereby agrees that UDC, at its expense, may name MOTOROLA as a party plaintiff in any lawsuit or other action against the Unauthorized User; provided, however, that the counsel retained by UDC to prosecute or settle the lawsuit shall be subject to MOTOROLA's prior written approval, such approval not to be unreasonably withheld. The parties shall share any damages and other recoveries derived from the Unauthorized Use such that the recoveries shall first reimburse all legal and other expenses incurred by each of the parties in respect thereof (pro rata in proportion to the expenses incurred by each if the recoveries are insufficient to pay all of the expe...
PATENT INFRINGEMENTS. 12.1 Wyeth shall be responsible for the filing, prosecution and maintenance of the Wyeth Patents. Wyeth shall not allow any issued Patent included within the Wyeth Patents and listed or Exhibit A attached hereto to lapse (by reason of failure to pay maintenance fees or annuities or to take any other action necessary to maintain such patent in full force and effect) or admit the invalidity thereof prior to the mutual expiration date thereof without DOV"s prior consent.
PATENT INFRINGEMENTS. If notified promptly in writing of any action brought against the Fiserv Companies alleging that the Fiserv Companies' sublicensing, use or other disposition of the Products (or the use by any Customer of the Products) infringes any United States, Canadian or other patent, copyright or other proprietary right, HYLAND will defend that action at its expense and will pay the costs of damages awarded against the Fiserv Companies in the action, provided that (i) HYLAND shall have primary responsibility and control of the defense of any such action and all negotiations for its settlement or compromise; (ii) the Fiserv Companies shall cooperate with HYLAND in defense of the action, at XXXXXX'x expense; and (iii) the action does not result from the use of the Products for purposes for which they were not designed or in combination with software or other products not supplied by HYLAND, unless the Products instead of the combination of the Products with the other software or products, is determined to be the cause of the claim. HYLAND may, at its own expense, and the Fiserv Companies shall allow HYLAND to procure for the Fiserv Companies and the Customers, the right to continue the use of the Products as permitted under this Agreement or replace or modify the Products so that they become non-infringing. Instead of or in addition to defending such action or suit, the foregoing provisions to the contrary notwithstanding, if the action and/or claim relates to or affects in any way the Fiserv Companies' use of the Products, HYLAND shall not have the authority or right to settle said action and/or claim without first obtaining the prior express written approval of the Fiserv Companies, which approval the Fiserv Companies may withhold for good cause and/or reasonable business concerns.
PATENT INFRINGEMENTS. Seller shall pay costs and damages finally awarded in any suit against the Buyer or its vendees to the extent based upon a finding that the design or construction of articles as furnished infringes a United States Patent (except infringement occurring as a result of incorporating a design or modification at the request of Buyer); provided the Buyer promptly notifies Seller of any charge of such infringement and the Seller is given the right at its expense to settle such charge and to defend or control the defense of any suit based upon such charge, this paragraph sets forth the Seller's exclusive liability with respect to patents.
PATENT INFRINGEMENTS. Upon knowledge of the commencement of any suit against BTT or Somaxon which is based in whole or in part on a claim that the IPR or any Products marketed, sold or distributed by Somaxon under this License Agreement constitute an infringement of any third party's patent, BTT or Somaxon, as the case may be, shall promptly notify the other in writing. With respect to any such suit outside the Territory, BTT or its licensee in territories outside the Territory shall, at its cost and with counsel reasonably acceptable to Somaxon, assume and conduct the defence of any suit or claims brought or asserted, or demand made, against BTT or Somaxon insofar as it is based on and would affect the IPR in the Territory. Somaxon shall be entitled to participate in any such proceeding with separate counsel at Somaxon's own expense. With respect to any such suit within the Territory, Somaxon shall, at its cost and with counsel reasonable acceptable to BTT, assume and conduct the defence of any suit or claims brought or asserted, or demand made, against BTT or Somaxon insofar as it is based on the IPR.
PATENT INFRINGEMENTS. HYLAND shall hold harmless and defend ITI from any claim or any suit based on any claim that the use of the Products by ITI or by any Customer infringes on any patent, copyright, trademark, or other proprietary right of any third party, provided, however, HYLAND shall not be responsible for any claimed infringement resulting from the combined usage of ITI software and the Products which would not have occurred but for the use of ITI software.
PATENT INFRINGEMENTS. The successful bidder(s) shall hold the Perris Union High School District, its officer’s agents, servants and employee, harmless from liability of any nature of kind on account of use of any copyrighted or un-copyrighted composition, secret process, patented invention, article, or appliance, furnished or used, under this bid.
