INTELLECTUAL PROPERTY RIGHTS INDEMNITY. (a) Customer shall promptly notify Signify of any third party claim alleging that any of the Products and/or Services supplied to Customer by Signify infringes any third party IPR. Upon such notice, Signify may at its own option and at its own expense either: (i) procure for Customer the right to continue using such Product and/or Services; or (ii) provide a replacement non-infringing product for such Product of equivalent functionality; or (iii) modify such Product such that it is no longer infringing; or (iv) remedy such Service; or (v) make an appropriate refund or credit of monies paid by Customer for that Product and/or Services.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 11.1 SDSD will indemnify the Customer against any damages (including reasonable costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation, possession or use of the Licensed Materials by the Customer in accordance with the terms of this Agreement infringes the intellectual property rights (including without limitation any patent copyright database right registered design or trade mark rights) of the said third party, provided that the Customer:
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. A9.1 Without prejudice to any rights or remedies of DCLG the Contractor shall indemnify and keep indemnified DCLG, its servants and agents fully against all actions, claims, proceedings, damages, legal costs, expenses and any other liabilities whatsoever arising from or incurred by reason of any infringement or alleged infringement of any Intellectual Property Rights arising out of, in respect of or in connection with the Contract except to the extent that the infringement or alleged infringement is due to material furnished or made available to the Contractor by DCLG. This indemnity covers claims concerning an actual or alleged infringement by DCLG if the infringement arises as a consequence of any actual or alleged infringement of an Intellectual Property Right by or on behalf of the Contractor.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Supplier hereby indemnifies the End-User against any claim that the normal Use or possession of the Licensed Materials (including but not limited to any new updates and/or improved versions thereof) infringes intellectual property rights of any third party, provided that Supplier is given immediate and complete control of any such claim, and that the End-User gives Supplier such assistance as Supplier may reasonably require to settle or oppose any such claim, provided that Supplier shall meet the End-User's reasonable costs of so doing.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 11.1 Subject to clause 11.4, the Supplier shall defend the Customer against any third Party claim that the Customer’s use or possession of any of the Services or the Materials as authorised under this Agreement infringes the Intellectual Property Rights of a third Party (an "IPR Claim"), and indemnify and hold the Customer harmless from and against any damages finally awarded by a court of competent jurisdiction or required to be paid under the terms of a settlement as a direct result of the IPR Claim, provided that:
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 10.1 The Service Provider shall promptly notify Transnet, in writing, of any infringement or apparent or threatened infringement [or any circumstances which may potentially give rise to an infringement] of or any actions, claims or demands in relation to any Intellectual Property Rights [whether occurring during or after the termination of this Agreement] and shall provide to Transnet all assistance which Transnet may reasonably require in connection herewith including, but not limited to, the prosecution of any rights in relation to such Intellectual Property Rights.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 8.1 If notified promptly in writing of any action brought against MCY based on a claim that the Licensed Materials infringe any valid United States patent, copyright, trademark or trade secret of a third party, ADS shall indemnify, defend and hold harmless MCY and its officers, directors and employees against such action at ADS's expense and pay all damages finally awarded in such action or settlement and any expenses (including reasonable attorneys' fees) which are attributable to such claim. ADS shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. MCY shall cooperate reasonably with ADS in the defense, settlement or compromise of any such action. Such cooperation shall be at ADS's expense. In the event that a final injunction is obtained against MCY's use of the Licensed Materials, or if ADS reasonably believes that MCY's use of the Licensed Materials could be so enjoined, or if in ADS's opinion any of the Licensed Materials is likely to become the subject of a successful claim of such infringement, ADS shall, at its expense, (i) procure for MCY the right to continue using the Licensed Materials as provided in this Agreement, (ii) replace or modify the Licensed Materials so that they become non-infringing (so long as the functionality of the Licensed Materials is essentially unchanged) or, in the event neither of the previous two options can be effected by ADS, (iii) terminate this Agreement with respect to the applicable portion of the Licensed Materials and the rights granted hereunder, and refund to MCY a reasonable amount on account of that portion of the License Fee paid to ADS for the applicable portion of the Licensed Materials. This Section states ADS's entire liability and MCY's exclusive remedy for infringement.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. The Customer agrees to indemnify the Provider against any and all liability, loss, damage, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by the Provider or by a third party whether direct, indirect or consequential arising out of any dispute or contractual, tortious or other claims or proceedings brought by a third party alleging infringement of his intellectual property rights by releases, enhancements or error correction, provided that:
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 12.1. If a third party brings a claim or legal action against You that directly & specifically relates to the OpenCRM system, its add-ons, or integrations, We agree to co-defend you from and against said claim.
INTELLECTUAL PROPERTY RIGHTS INDEMNITY. 7.1 Frog shall indemnify the Customer against all costs and damages awarded under any final judgment by a court of competent jurisdiction (or which are agreed by Frog in settlement) in respect of any claim that the Customer’s possession or use of the Frog Software in accordance with this Agreement infringes the Intellectual Property Rights of any third party.
