Copyright and Patent Indemnity Sample Clauses

Copyright and Patent Indemnity. Consultant shall defend, indemnify and shall hold harmless (including reasonable attorneys' fees) the State, NYSDOT, and any employee or agent thereof (each of the foregoing being hereinafter referred to as the "Indemnified Party") against all liability to third parties (other than liability solely the fault of the Indemnified Party) arising from and attributable to a breach of warranty, or negligent or intentional act or omissions of the Consultant, its subcontractors, or the respective employees or agents of the aforesaid, or the possession or use by NYSDOT, of NYSDOT’s Traffic Data System, including (but not limited to) the violation of any third party's trade secrets, proprietary information, trademark, copyright, patent or other intellectual property rights in connection with such System. A party requesting such indemnification shall give Consultant prompt notice of such a claim. Consultant shall conduct the defense in any such third-party action arising as described herein and NYSDOT shall fully cooperate with such defense. This indemnification is limited to NYSDOT’s Traffic Data System including modifications thereto made by Consultant or with Consultant's knowledge and consent and does not cover third party claims arising from modifications not authorized by or performed with the knowledge of the Consultant or the use of NYSDOT’s Traffic Data System in a combination or manner not specified by the Consultant.
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Copyright and Patent Indemnity. CFMS represents and warrants to the Customer that, having made due diligent enquiry, it is not aware that the Product(s) Licensed in this Agreement and in any applicable schedule infringe any patent, copyright, trade secret, trademark or other intellectual property right. In the event any legal proceedings are brought against Customer claiming an infringement of the above based on Customer’s use of the Product(s), CFMS agrees to defend at CFMS ’s own expense any such legal proceedings relating to such claim or claims and to hold Customer harmless from any damages incurred or awarded as the result of settlement or judgement against the Customer and agrees to indemnify Customer for costs which Customer incurred as a result of assisting CFMS in defending any law suit of this nature, provided Customer gives CFMS prompt written notice within thirty (30) days of any such claim or of the institution of any such claims against Customer, and further Customer gives CFMS complete control over and co-operates fully with CFMS , at CFMS ’s option, to settle or defend such claims. CFMS shall have no obligation with respect to any claim or suit based upon Customer’s modification of the Product(s) or its operation in any manner other than that specified in the documentation for any such affected Product.
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Copyright and Patent Indemnity. PWI warrants and represents to Licensee that, to the best of PWI’s knowledge, the Licensed Products do not infringe any patent, copyright, trademark or trade secret. In the event any legal proceedings are brought against Licensee claiming an infringement of a patent, copyright, trademark or trade secret based on Licensee’s use of the Licensed Products, PWI agrees to defend at PWI’s own expense any such legal proceeding relating to such claim or claims and to hold Licensee harmless from any damage incurred or awarded as the result of settlement or judgment against Licensee, provided Licensee gives PWI prompt written notice within fifteen (15) days of any such claim or the institution of any such claims against Licensee, and further, Licensee cooperates completely with PWI in providing all necessary authority, information, and reasonable assistance to enable PWI, at PWI’s option, to settle or defend such claims.
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Copyright and Patent Indemnity. ASCI represents and warrants that Software is the sole and exclusive property of ASCI and that the license or use of said Software will not infringe upon or violate any patent, copyright, trademark, trade secret, or other proprietary right of any third party.
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Copyright and Patent Indemnity. TEMPLATE SOFTWARE warrants that it has the right to grant a license to the Licensed Product(s). TEMPLATE SOFTWARE also assures CUSTOMER that, to the best of TEMPLATE SOFTWARE's knowledge, the Licensed Product(s) do not infringe any patent, copyright or trade secret. In the event any legal proceedings are brought against the CUSTOMER by any third party claiming an infringement of a patent, copyright, or trade secret based on CUSTOMER's use of the Licensed Product(s), TEMPLATE SOFTWARE agrees to defend at TEMPLATE SOFTWARE's own expense any such legal proceedings relating to such claim or claims and to hold CUSTOMER harmless from any damages incurred or awarded as the result of settlement or judgment against the CUSTOMER, provided CUSTOMER gives TEMPLATE SOFTWARE prompt, written notice within 30 days of any such claim or of the institution of any such claims against CUSTOMER, and further CUSTOMER cooperates completely with TEMPLATE SOFTWARE, at TEMPLATE SOFTWARE's option, to settle or defend such claims.
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Related to Copyright and Patent Indemnity

  • Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

  • Patents and Patent Applications To the Company’s knowledge, all patents and patent applications owned by or licensed to the Company or under which the Company has rights have been duly and properly filed and maintained; to the knowledge of the Company, the parties prosecuting such applications have complied with their duty of candor and disclosure to the USPTO in connection with such applications; and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which could reasonably be expected to preclude the grant of a patent in connection with any such application or could reasonably be expected to form the basis of a finding of invalidity with respect to any patents that have issued with respect to such applications.

  • Inventions and Patents 6.1 The Executive agrees that all processes, technologies and inventions (collectively, "Inventions"), including new contributions, improvements, ideas and discoveries, whether patentable or not, conceived, developed, invented or made by him during the Term shall belong to the Company, provided that such Inventions grew out of the Executive's work with the Company or any of its subsidiaries or affiliates, are related in any manner to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company's time or with the use of the Company's facilities or materials. The Executive shall further: (a) promptly disclose such Inventions to the Company; (b) assign to the Company, without additional compensation, all patent and other rights to such Inventions for the United States and foreign countries; (c) sign all papers necessary to carry out the foregoing; and (d) give testimony in support of the Executive's inventorship.

  • Covenants Regarding Patent, Trademark and Copyright Collateral (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent which is material to the conduct of such Grantor's business may become invalidated or dedicated to the public, and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.

  • Intellectual Property Infringement The Supplier warrants that the use or supply by UNDP of the goods sold under this Purchase Order does not infringe any patent, design, trade-name or trade-mark. In addition, the Supplier shall, pursuant to this warranty, indemnify, defend and hold UNDP and the United Nations harmless from any actions or claims brought against UNDP or the United Nations pertaining to the alleged infringement of a patent, design, trade-name or trade-mark arising in connection with the goods sold under this Purchase Order.

  • Patents As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City.

  • Intellectual Property Claims Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Except as described on Schedule 5.9,(i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.

  • Patent, Trademark, Copyright Security Agreements The provisions of the Copyright Security Agreements, Trademark Security Agreements, and Patent Security Agreements are supplemental to the provisions of this Agreement, and nothing contained in the Copyright Security Agreements, Trademark Security Agreements, or the Patent Security Agreements shall limit any of the rights or remedies of Agent hereunder. In the event of any conflict between any provision in this Agreement and a provision in a Copyright Security Agreement, Trademark Security Agreement or Patent Security Agreement, such provision of this Agreement shall control.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Trademarks, Patents Borrower, as of the date hereof, possesses all necessary trademarks, trade names, copyrights, patents, patent rights, and licenses to conduct its business as now operated, without any known conflict with the valid trademarks, trade names, copyrights, patents and license rights of others.

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