Intellectual Property Indemnification definition

Intellectual Property Indemnification. Numeral Seven (7), Bullet One (1) ------------------------------------- in Addendum H of the Agreement shall be replaced with the following language:
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Examples of Intellectual Property Indemnification in a sentence

  • The remedies set forth in this Article 22 (Intellectual Property Indemnification) are the sole and exclusive remedies for, or related to, any Intellectual Property Claim.

  • This limitation will not apply to the payment of costs, damages and attorney's fees referred to in Section 12 (Intellectual Property Indemnification).

  • This Contract shall not be deemed to create any rights in, or liabilities to, third parties, including suppliers, customers, the Indemnified Parties identified in Article 22 (Intellectual Property Indemnification) (except for Customer) and owners of a Party, or to create any obligations of a Party to any such third parties, none of which may enforce any provision in this Contract, without limitation.

  • With regards to EZchip’s purchase of Licensed Products under Exhibit H-NP4, Section 11 of the Master Agreement (Intellectual Property Indemnification) shall not apply to Marvell, and the following intellectual property indemnification shall be applicable to Marvell.

  • The respective obligations of each party that would by their nature continue after the termination or expiration of this Agreement, including without limitation those contained in Confidentiality, Indemnification and Intellectual Property Indemnification sections and shall survive the termination or expiration of this Agreement.

  • The provisions set forth in the following Sections and Subsections of this Agreement will survive after termination of this Agreement and will remain in effect until fulfilled: "Ongoing Warranties", "Intellectual Property", "Indemnification", "Limitation of Liability", "Record Keeping and Audit Rights", "Choice of Law and Forum; Waiver of Jury Trial; Limitation of Action", "Exchange of Information", and "Prior Communications and Order of Precedence".

  • For purposes of this Article 22 (Intellectual Property Indemnification), the term “third parties” shall not be interpreted as including any of the Indemnified Parties or customers of Customer at any tier, and Customer shall be the only party entitled to enforce this clause on behalf of itself and any of the Indemnified Parties.

  • The provisions set forth in the following Sections and Subsections of this Agreement will survive alter termination of this Agreement and will remain in effect until fulfilled: "Ongoing Warranties", "Warranty Redemption" "Intellectual Property", "Indemnification", "Limitation of Liability", "Record Keeping and Audit Rights", "Choice of Law and Forum; Waiver of Jury Trial; Limitation of Action", "Exchange of Information", and "Prior Communications and Order of Precedence".

  • The respective obligations of each party that would be their nature continue after the termination or expiration of this Agreement, including without limitation those contained in Confidentiality, Indemnification, and Intellectual Property Indemnification, and shall survive the termination or expiration of this Agreement.

  • Article 22 (Intellectual Property Indemnification), the term “third parties” shall not be interpreted as including any of the Indemnified Parties or customers of Customer at any tier, and Customer shall be the only party entitled to enforce this clause on behalf of itself and any of the Indemnified Parties.

Related to Intellectual Property Indemnification

  • 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.

  • Intellectual Property (IP) means all copyright, rights in relation to inventions (including patent rights and unpatented technologies), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know-how), mask-works and integrated circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

  • Third Party Intellectual Property means the Intellectual Property Rights of a third party which Supplier uses or incorporates into the Work.

  • Intellectual Property Agreement means the agreement in substantially the form set forth as Exhibit B.

  • Business Intellectual Property means the Owned Intellectual Property and the Licensed Intellectual Property.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted or proposed to be conducted to which Seller is a party, beneficiary or otherwise bound.

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

  • Business Intellectual Property Rights means (a) the Intellectual Property Rights owned or licensed by the Group Companies and (b) any other Intellectual Property Rights owned or licensed by Seller or any of its other Subsidiaries and used solely in the conduct of the Business.

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

  • Intellectual Property License Agreement means the license agreement with respect to certain Excluded Intellectual Property, substantially in the form of Exhibit B attached hereto.

  • 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.

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Intellectual Property Matters Agreement means the Intellectual Property Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

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

  • Intellectual Property Licenses means all licenses, sublicenses and other agreements by or through which other Persons, including Seller’s Affiliates, grant Seller exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted.

  • Intellectual Property License means any license, sublicense, right, covenant, non-assertion, permission, immunity, consent, release or waiver under or with respect to any Intellectual Property Rights or Technology.

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

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Intellectual Property Assets includes:

  • Owned Intellectual Property Rights means any and all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

  • Intellectual Property Right means, including but not limited to, any patent, registered design, copyright, trademark, trade secrets and any other intellectual or industrial property right as well as the right to apply to register any of the mentioned rights.