Fiserv IP Indemnification Sample Clauses

Fiserv IP Indemnification. (i) Fiserv shall, at its expense, defend[***] Client and its Affiliates and, the officers, directors, officials, employees of each of the foregoing from and against any third party claim or actions based on any allegations that the Deliverables (excluding any Third Party Software (as defined in the Software Products Exhibit and identified as “Third Party Software” in the specific Schedule thereto) but including any components provided by Third Party providers of Fiserv that Fiserv embeds in Deliverables, including Open Source Components) or any other intellectual property delivered or licensed or to which rights are otherwise acquired hereunder (collectively, the “IP Assets”), or any part or parts thereof, infringe or misappropriate the proprietary rights of such third party (“Infringement Claim”), and shall pay all amounts payable by Client under any judgment, verdict, or court order entered by a court of competent jurisdiction or settlement agreed upon by Fiserv in any Infringement Claim, provided that Client complies with the Indemnification Procedures below. In the event that any IP Assets are alleged or found to be misappropriated from, or to infringe on the intellectual property rights of, a third party, or if their use by Client is enjoined, then in addition to the foregoing indemnification obligation, and at Fiserv’s option and Fiserv’s sole expense, Fiserv shall: (i) secure a license to enable such IP Assets to be utilized in a manner consistent with the terms of this Agreement, (ii) replace the same with other intellectual property assets with equally suitable, functionally equivalent, compatible, non-infringing assets or services, as reasonably determined by Fiserv, or (iii) modify the IP Assets so that they no longer infringe or misappropriate the rights of such third party, while still meeting the requirements of this Agreement. Fiserv shall not settle any claim for which it has assumed the defense pursuant to this Section 6(e) in any manner that requires Client to admit any fault or liability without the prior written consent of Client, which consent shall not be unreasonably withheld, conditioned or delayed.