Technical Services Agreement Definition

10.1 Defense of Claims. At our expense, we will defend or respond to you against any claims, proceedings or actions of third parties (“Claims”) that claim that your use of the Service infringes or abuses any patents, copyrights, trade secrets, trademarks or other intellectual property rights. You must (a) immediately notify us in writing of the claim; (b) grant us full and complete control over the defense and settlement of the claim; (c) provide assistance in the defense and settlement of rights, as we may reasonably require; and (d) comply with any settlement or court injunction relating to the claim. You will not defend or respond to the claims referred to in this subsection 10.1 without our prior written consent. You may, at your own expense and with the assistance of a lawyer of your choice, participate in the defense of the claim, subject to our sole control over the defense and settlement of the claim, as described above.10.2 Exemption from infringement claims. We will exempt and pay you for damages caused to your related businesses: (a) all damages, costs and attorneys` fees that have been definitively awarded to you, and your affiliates, in the event of a claim pursuant to subsection 10.1; (b) all costs, including reasonable attorneys` fees, that you incur in defending a claim under subsection 10.1 (except for attorneys` fees and expenses incurred without our consent, after we have agreed to defend the claim, and costs incurred in accordance with the last sentence of subsection 10.1); and (c) any amounts we pay to third parties to settle claims in accordance with subsection 10.1.10.3 Exclusion of commitments. Under this Section 10, we are under no obligation to misplace any breach or malfeasance to the extent that it results from or is based on (a) the use of the Service in combination with other products or services; (b) any aspect of the Service configured specifically for you to satisfy the designs, requirements or specifications requested or provided by you or on your behalf; (c) use of the Service by you, an authorized user or an authorized third party outside the scope of the rights granted in this Agreement; (d) you, an authorized user or an authorized third party, do not use the Service in accordance with the instructions we provide; or (e) any modification to the Service that has not been made or approved in writing.10.4 Appeal in the event of an infringement. Discuss in detail the owner/operator disputes related to the design, construction and opening of the project and how the terms of the technical services contract had an impact on the project and the working relationship between the parties? Ultimately, this leads to the failure of the relationship between the parties, loss of brand, construction and opening delays, and much higher construction and debt service costs. The lengthy decision, analyzing each party`s actions, shows what went wrong, and then assesses each party`s legal liability arising from the TSA language and the parties` behavior.

While this decision is specific to the facts and the project, the case illustrates the importance of TSA and provides a virtual manual on what to do and what not to do with each party when developing a hospital project. . . .