Common use of ICS Clause in Contracts

ICS. ICS shall at its expense indemnify and defend Customer from any claim or action filed against Customer to the extent that it is based on a claim that the Hardware or Software infringes a valid U.S. intellectual property right; provided that the Customer promptly gives notice to ICS of any Intellectual Property Infringement upon becoming aware of the same; and gives ICS the sole conduct of the defense to any claim or action in respect of an Intellectual Property Infringement and does not at any time admit liability or otherwise attempt to settle or compromise the said claim or action except upon the express instructions of ICS; and