By Concur Clause Samples
By Concur. Concur agrees to indemnify, defend and hold harmless AMEX and its Affiliates and their respective directors, officers, employees and agents (collectively, the "AMEX Group"), from and against any and all claims, suits, losses, damages and liabilities (including reasonable attorney's fees and expenses) arising out of or resulting from
(a) any third party claim, suit or proceeding and any settlement thereof (including reasonable fees of attorneys and related costs), to the extent based on a claim that the Co-Branded XMS Service or Concur infringes the patent, copyright, trademark, trade secret or other proprietary right of a third party;
(b) the intentional or negligent act or omission of Concur or its officers, directors, employees, contractors or agents (collectively, the "AMEX Agents") in the course of the performance of Concur's duties and obligations under this Agreement;
(c) the failure of Concur or its Agents, as the case may be, to comply with the terms of this Agreement; or
(d) the failure of Concur (including without limitation its Agents who perform on behalf of Company hereunder) to comply with its obligations under any and all laws, rules or regulations applicable to Concur, its Agent or the Co-Branded XMS Service, as the case may be.
By Concur. To the extent permitted by law, Concur will indemnify, defend and hold harmless each Holder against any losses, claims, damages, or liabilities (joint or several) to which such Holder may become subject under the 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"):
(i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed by Concur pursuant to this Agreement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto;
(ii) the omission or alleged omission to state in such registration statement, preliminary prospectus or final prospectus or any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by Concur of the 1933 Act, the 1934 Act, any U.S. federal or state securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any U.S. federal or state securities law in connection with the offering covered by such registration statement; and Concur will reimburse such Holder for any legal or other expenses reasonably incurred by such Holder in connection with investigating or defending against any such loss, claim, damage, liability or action, as incurred; provided however, that the indemnity agreement contained in this subsection 1.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Concur (which consent shall not be unreasonably withheld), nor shall Concur be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a 9 Violation which occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration.
By Concur. Subject to the terms and conditions of this Agreement, Concur hereby grants to Partner (a) a royalty-free, non-exclusive, non-transferable license to use the Concur Software for the sole purpose of testing and modifying the Partner Catalog as required to integrate the Partner Catalog with the Concur Software in establishing the Partner Store and for demonstration purposes, in accordance with the terms and conditions contained in Concur's standard software license agreement attached hereto as Exhibit B; and (b) a worldwide, royalty-free, non-exclusive, non-transferable license to reproduce and display the Concur trademarks, service marks, trade names, and logos (the "Concur Trademarks") solely as necessary and in connection with Partners performance of its obligations under this Agreement. All such uses shall be in accordance with Concur's trademark usage guidelines, unless otherwise instructed by Concur. Such license shall terminate upon the effective date of the expiration or termination of this Agreement.