Common use of ROYALTIES AND PATENTS Clause in Contracts

ROYALTIES AND PATENTS. Criteria Architect must pay all royalties and license fees related to this Agreement. To the extent permitted under Civil Code section 2782.8, Criteria Architect shall hold the Indemnified Parties harmless from liability of any nature or kind, including costs and expenses, for infringement or use of any copyrighted or un-copyrighted composition, secret process, patented or un-patented invention, Article, or appliance furnished or used by Criteria Architect or its Subconsultants in connection with this Agreement. To the extent permitted under Civil Code section 2782.8, Criteria Architect, at its own expense, shall defend any action brought against the Indemnified Parties to the extent such action is based upon a Claim that any Data or Materials supplied by Criteria Architect or its Subconsultants infringes a United States patent or copyright or violates a trade secret. Criteria Architect shall pay those costs and damages finally awarded against the Indemnified Parties in any such action. Such defense and payment shall be conditioned on the following: That Criteria Architect shall be notified within a reasonable time in writing by the Judicial Council of any Notice of such claim; and, That Criteria Architect shall have the sole control of the defense of any action on such claim and all negotiations for its settlement or compromise, except where any such settlement or compromise would not fully resolve the outstanding claim and would expose the Judicial Council to any future liabilities related thereto. When principles of government or public law are involved, the Judicial Council, the Court(s) and/or the State shall have the option to participate in such action at its own expense. Should the Data or Materials, become the subject of a claim of infringement of a United States patent or copyright or a trade secret, the Judicial Council shall permit Criteria Architect at its option and expense either to procure for the Judicial Council and/or the Court(s) the right to continue using the Data or Materials, or to replace or modify the same so that they become non-infringing. If none of these options can reasonably be taken, or an injunction prevents the use of those Data or Materials by the Judicial Council and/or the Courts, Criteria Architect agrees to take back such Data or Materials and make every reasonable effort to assist the Judicial Council and/or the Courts in procuring substitute Data or Materials of the reasonably same value and quality. If, at the election of the Judicial Council in its sole discretion, the return of such infringing Data or Materials makes the retention of other Data or Materials acquired from Criteria Architect under this Agreement impractical, the Judicial Council shall then have the option of terminating the Agreement, in its entirety, without penalty or termination charge. Criteria Architect agrees to take back the infringing Data or Materials and refund any sums that the Judicial Council has paid Criteria Architect less any reasonable amount for use or damage. The rights and remedies of the Judicial Council provided in this provision shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Agreement.