Common use of APA Clause in Contracts

APA. 4.1.1 The APA represents and warrants that to the best of the APA’s knowledge, the Licensed Materials used as contemplated by this License Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any third party. The APA shall indemnify and hold Licensee and its Member Sites harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of legal action taken against Licensee and/or a Member Site due to an actual or alleged infringement of such rights. This indemnity shall not apply if Licensee, Licensed Member Site and/or Authorized User has modified or used the Licensed Materials in any way not permitted by this License Agreement.

APA. 4.1.1 The APA represents and warrants that to the best of the APA’s knowledge, the Licensed Materials used as contemplated by this License Agreement do not infringe the copyright or any other proprietary or intellectual property rights of any third party. The APA shall indemnify and hold Licensee and its Member Sites harmless from and against any loss, damage, costs, liability and expenses (including reasonable legal and professional fees) arising out of legal action taken against Licensee and/or a Member Site due to an actual or alleged infringement of such rights. This indemnity shall not apply to any Course Pack, Courseware, Electronic Reserve Collection or other derivative work created by Licensee and/or Authorized User or if Licensee, Licensed Member Site Licensee and/or Authorized User has modified or used the Licensed Materials in any way not permitted by this License Agreement.