BY TIC Sample Clauses

BY TIC. TIC agrees to indemnify and hold harmless INSTITUTE, its officers, agents, and employees from and against all liability, loss, cost, damages, claims or expenses (including reasonable attorneys fees) arising out of any claims or suits, whatever their nature and however arising, which may be brought or made against INSTITUTE by reason or arising from (i) any material breach this Agreement by TIC or (ii) any allegation of third party intellectual property right(s) infringement or unfair competition, where such claim or suit is based upon the combination, operation, modification, or use of the INSTITUTE Rights, if such claim of infringement would have been avoided but for such combination, operation, modification, or use. TIC shall have sole control over the selection of counsel and the defense of any claim or any settlement thereof, at TIC's expense. INSTITUTE shall provide TIC with its reasonable assistance in the defense of such claim, at the expense of TIC. In no event may TIC enter into any third party settlement agreements which would in any manner whatsoever affect the right of, or bind, INSTITUTE in any manner to said third party, without the prior written consent of INSTITUTE.
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