By Pixalate Clause Samples
By Pixalate. Pixalate shall defend Client and its directors, officers and employees (collectively, the “Client Indemnitees”) against any Third Party claims, actions, demands, proceedings and suits against any Client Indemnitee (“Client Indemnitee Claims”) and indemnify Client Indemnitees for all related liabilities, damages, settlements, penalties, fines, costs or expenses (including reasonable attorneys’ fees and other litigation expenses) incurred by such Client Indemnitees arising out of any Client Indemnitee Claims, to the extent such Client Indemnitee Claims allege that Pixalate Materials infringe or misappropriate any U.S. patent issued prior to the Effective Date, copyright, or trade secret. Client will:
(a) promptly notify Pixalate in writing of the Client Indemnitee Claim;
(b) grant Pixalate sole control of the defense and settlement of the Client Indemnitee Claim; and
(c) provide Pixalate, at Pixalate’s reasonable cost and expense, with all assistance, information and authority reasonably required for the defense and settlement of the Client Indemnitee Claim. Pixalate will not enter into a settlement of any Client Indemnitee Claim that would result in liability to, or adversely affect the rights of, Client without Client’s prior written consent, which Client shall not delay or withhold unreasonably.
By Pixalate. Pixalate shall, at its expense, indemnify, defend and hold harmless Licensee from third party claims brought against Licensee, and shall pay or reimburse Licensee for all damages, costs and expenses payable by Licensee to such third party to the extent they are awarded in a final judgment or agreed to in a settlement, as a result of any third party claims against Licensee alleging that the Services infringes or misappropriates any U.S. patent issued prior to the Effective Date, copyright, or trade secret; provided that Licensee: (1) promptly notifies Pixalate in writing of the claim;