INFRINGEMENT INDEMNITY definition

INFRINGEMENT INDEMNITY. Broadbase warrants that Licensee's use of the Software in accordance with this Agreement does not infringe any copyright, patent or trade secret of any third party in any country where Broadbase has authorized the distribution of the Software. Broadbase shall at its expense defend, and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any claim, suit or proceeding alleging that Licensee's use of the Software infringes any such copyright, patent or trade secret, provided that Licensee gives Broadbase prompt written notice of the claimed infringement, and grants Broadbase the right to control the defense or settlement of any action or claim related thereto, except that such obligation does not apply with respect to a claim of infringement if and to the extent such claim arises out of (A) compliance with Licensee's specifications, (B) the combination or use of the Software with products not supplied or recommended by Broadbase, (C) any modification or alteration of the Software (other than by or on behalf of Broadbase), or (D) use of the Software after written notice of the claimed infringement has been received by Licensee. If any claim which Broadbase is obligated to defend has occurred, or in Broadbase's opinion is likely to occur, Broadbase may, at its option and expense, procure for Licensee the right to continue using such Software or replace or modify the same so that it becomes non-infringing. In addition Broadbase may, without being in breach of this Agreement, decline to make further deliveries of Software subject to a claim of infringement.
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Examples of INFRINGEMENT INDEMNITY in a sentence

  • EXCEPT FOR (A) CONFIDENTIALITY OBLIGATIONS; OR (B) THE INDEMNITY AND INFRINGEMENT INDEMNITY OBLIGATIONS OF THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF REVENUE OR PROFIT IN CONNECTION WITH THE PERFORMANCE OR FAILURE TO PERFORM THIS AGREEMENT, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM BREACH OF CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY.

  • THE KRAFT OWNED MATERIALS ARE PROVIDED BY KRAFT TO SUPPLIER AND ITS SUBCONTRACTORS ON AN AS-IS, WHERE-IS BASIS, EXCEPT FOR KRAFT’S INFRINGEMENT INDEMNITY IN SECTION 17.2.5. KRAFT EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AS TO SUCH KRAFT OWNED MATERIALS, OR THE CONDITION OR SUITABILITY OF SUCH MATERIALS FOR USE BY SUPPLIER OR ITS SUBCONTRACTORS TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  • EXCEPT FOR THE INFRINGEMENT INDEMNITY OBLIGATIONS OF THIS AGREEMENT, EACH PARTY’S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ***.

  • NOTWITHSTANDING THE FOREGOING SENTENCE, THE FOREGOING LIMIT SHALL NOT APPLY TO INFRINGEMENT INDEMNITY BASED ON COPYRIGHT, TRADE SECRET AND UNITED STATES XXXXXXXXXX.XX NO EVENT WILL TIOGA'S OR ITS SUPPLIERS' AGGREGATE LIABILITY TO OEM BASED ON ANY OTHER CLAIM EXCEED AN AMOUNT EQUAL TO THE AGGREGATE OF THE FEES PAID TO TIOGA BY OEM WITH RESPECT TO THE PRODUCTS THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE MONTH PERIOD PRIOR TO THE CAUSE OF ACTION.

  • THIS INFRINGEMENT INDEMNITY STATES COLLAGEN'S ENTIRE LIABILITY AND OBLIGATION TO LIPOMATRIX FOR ANY CLAIM OF INFRINGEMENT OF THIRD PARTY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS.

  • EXCEPT FOR E.PIPHANY'S OBLIGATIONS UNDER SECTION 5.1 (INFRINGEMENT INDEMNITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • EXCEPT FOR THE PARTIES`LIABILITY UNDER SECTION 5.1 (INFRINGEMENT INDEMNITY) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • LIMITATION OF LIABILITY EXCEPT FOR SKY WAY GLOBAL'S OBLIGATIONS UNDER SECTION 5.1 (INFRINGEMENT INDEMNITY), IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • The following section supersedes the General Agreement No. 98005906, section entitled "Limitation of Liability", page 12: Except for either party's obligation under section entitled INFRINGEMENT INDEMNITY and INDEMNIFICATION, and except as Seller may be liable for liquidated damages under the Proprietary Information The information contained herein is not for use of disclosure outside SBC Operation, Inc.

  • EXCEPT FOR A BREACH OF THE CONFIDENTIALITY OR INFRINGEMENT INDEMNITY PROVISION OF THIS AGREEMENT NEITHER PARTY’S TOTAL AND CUMULATIVE LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL IN NO EVENT EXCEED [***].

Related to INFRINGEMENT INDEMNITY

  • Infringement Claim means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.

  • Infringement has the meaning set forth in Section 6.3(a).

  • Third Party Infringement Claim has the meaning set forth in Section 9.4.

  • Third Party Infringement has the meaning set forth in Section 5.1.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Infringement Action has the meaning set forth in Section 9.6(b).

  • Product Infringement has the meaning set forth in Section 9.4(a).

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

  • infringement notice has the meaning set forth in Section 7.4.1;

  • Licensor Indemnitees has the meaning set forth in Section 9.1.

  • Intellectual Property Claim means the assertion by any Person of a claim (whether asserted in writing, by action, suit or proceeding or otherwise) that any Borrower’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other property or asset is violative of any ownership of or right to use any Intellectual Property of such Person.

  • 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.

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

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

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

  • Product Liability Claim means a Claim of a Third Party (other than a Claim arising out of use of the Product in a clinical trial) that (i) arises as a result of the use of the Product during the Term that results in personal injury or death or (ii) is in anticipation of or intended to prevent or forestall personal injury or death as a result of the use of the Product during the Term.

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

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

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

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

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • 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, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Product Liability means any liability, claim or expense, including but not limited to attorneys’ fees and medical expenses, arising in whole or in part out of a breach of any express or implied product warranty by the Company, strict liability in tort, negligent manufacture of product, negligent provision of services, product recall, or any other allegation of liability arising from the design, testing, manufacture, packaging, labeling (including instructions for use), or sale of products.

  • Agent Indemnitees means each Agent and its officers, directors, employees, Affiliates, agents and attorneys.

  • Parent Indemnitees has the meaning set forth in Section 8.02.

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