By Synopsys Clause Samples

By Synopsys. Synopsys shall defend, indemnify and hold harmless Licensee (and any of its parents, subsidiaries, affiliates, directors, officers, employees, agents, suppliers and licensors (and their respective directors, officers, employees, and agents)) from and against all claims, liability, and expenses, including attorneys' fees and legal fees and costs, arising out of that the CBT as provided by Synopsys infringes any US copyright or trade secret (“Claim”) and will pay any final judgments awarded or settlements entered into, provided that Licensee notifies Synopsys in writing within thirty (30) days of the discovery of any such Claim, and gives Synopsys the authority to proceed as contemplated herein. Synopsys will have the exclusive right to control and defend any such Claim and make settlements thereof at its own discretion either in or outside of any court proceeding, and Licensee may not settle or compromise given hereunder shall be in writing and deemed received by the party to whom it is addressed: (a) immediately, if delivered personally or by facsimile with proof of successful transmission; (b) one (1) business day after dispatch by nationally recognized overnight courier; or