Common use of Indemnification by Developer Clause in Contracts

Indemnification by Developer. Developer shall indemnify and hold SCEA harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such claim, which result from or are in connection with (i) a breach of any of the representations or warranties provided by Developer herein, including without limitation claims resulting from Developer's failure to timely pay any withholding taxes or other assessments as set forth in Section 3.1 hereto or any breach of Developer's confidentiality obligations as set forth in Section 13 hereto; or (ii) any claim of infringement or alleged infringement of any third party's Intellectual Property Rights with respect to the Licensed Developer Software; or (iii) any claims of or in connection with any personal or bodily injury (including death) or property damage, by whomsoever such claim is made, arising out of, in whole or in part, the development and/or testing of the Licensed Products (or portions thereof) or any use of any of the Development Tools hereunder, unless due directly to the breach of SCEA in performing any of the specific duties and/or providing any of the specific services required of it hereunder; provided, however, that SCEA shall give prompt written notice to Developer of the assertion of any such claim, and provided, further, that Developer shall have the right to select counsel and control the defense and/or settlement thereof, subject to the right of SCEA to participate in any such action or proceeding at its own expense with counsel of its own choosing. Developer shall have the exclusive right, at its discretion, to commence and/or prosecute at its own expense any lawsuit or to take such other action with respect to such matter as shall be deemed appropriate by Developer. SCEA shall retain the right to approve any settlement. SCEA shall provide Developer, at no expense to SCEA, reasonable assistance and cooperation concerning any such matter, and SCEA shall not agree to the settlement of any such claim, action or proceeding without Developer's prior written consent. If in the reasonable judgment of SCEA, Developer is financially unable to conduct a reasonable defense of any such action, then SCEA may undertake complete control of such action upon notice to Developer, while reserving SCEA's right to obtain full restitution of all of its fees and costs, including reasonable attorneys' fees and experts' fees, under this Section from Developer.

Indemnification by Developer. Developer shall indemnify and hold SCEA harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such claim, which result from or are in connection with (i) a breach of any of the representations or warranties provided by Developer herein, including without limitation claims resulting from Developer's failure to timely pay any withholding taxes or other assessments as set forth in Section 3.1 hereto or any breach provisions of Developer's confidentiality obligations as set forth in Section 13 heretothis Agreement; or (ii) any claim of infringement or alleged infringement of any a third party's Intellectual Property Rights with respect to the Licensed Developer Softwareintellectual property rights by Developer; or (iii) any claims of or in connection with any personal or bodily injury (including death) or property damage, by whomsoever whomever such claim is made, arising out of, in whole or in part, the development development, testing and/or testing use of any of the Licensed Products (or portions thereof) or any use of any of the Development Tools hereunder, unless due directly to the breach of SCEA in performing any of the specific duties and/or providing any of the specific services required of it hereunder; provided, howeveror (iv) any federal, that state or foreign civil or criminal actions relating to the development and/or testing of Licensed Products. SCEA shall give prompt written notice to Developer of the assertion of any such indemnified claim, and providedand, furtherwith respect to third party claims, that Developer actions or proceedings against SCEA, SCEA shall have the right to select counsel for SCEA and reasonably control the tire defense and/or settlement thereof, subject . Subject to the right of SCEA to participate in any such action or proceeding at its own expense with counsel of its own choosing. above, Developer shall have the exclusive right, at its discretion, to select its own counsel, to commence and/or and prosecute at its own expense any lawsuit lawsuit, to reasonably control the defense and/or settlement thereof or to take such other action with respect to such matter as shall be deemed appropriate claims, actions or proceedings by or against Developer. SCEA shall retain the right to approve any settlement. SCEA shall provide Developer, at no expense to SCEA, reasonable assistance and cooperation concerning any such matter, and SCEA shall not agree to the settlement of any such claim, action or proceeding (other than third party claims, actions or proceedings against SCEA) without Developer's prior written consent. If in the reasonable judgment of SCEA, Developer is financially unable to conduct a reasonable defense of any such action, then SCEA may undertake complete control of such action upon notice to Developer, while reserving SCEA's right to obtain full restitution of all of its fees and costs, including reasonable attorneys' fees and experts' fees, under this Section from Developer.

Indemnification by Developer. Developer shall indemnify and hold SCEA harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such claim, which result from or are in connection with (i) a breach of any of the representations or warranties provided by Developer herein, including without limitation claims resulting from Developer's failure to timely pay any withholding taxes or other assessments as set forth in Section 3.1 hereto or any breach of Developer's confidentiality obligations as set forth in Section 13 hereto; or (ii) any claim of infringement or alleged infringement of any third party's Intellectual Property Rights with respect to the Licensed Developer Software; or (iii) any claims of or in connection with any personal or bodily injury (including death) or property damage, by whomsoever such claim is made, arising out of, in whole or in part, the development and/or testing of the Licensed Products (or portions thereof) or any use of any of the Development Tools hereunder, unless due directly to the breach of SCEA in performing any of the specific duties and/or providing any of the specific services required of it hereunder; provided, however, that SCEA shall give prompt written notice to Developer of the assertion of any such claim, and provided, further, that Developer shall have the right to select counsel and control the defense and/or settlement thereof, subject to the right of SCEA to participate in any such action or proceeding at its own expense with counsel of its own choosing. Developer shall have the exclusive right, at its discretion, to commence and/or prosecute at its own expense any lawsuit or to take such other action with respect to such matter as shall be deemed appropriate by Developer. SCEA shall retain the right to approve any settlement. SCEA shall provide Developer, at no expense to SCEA, reasonable assistance and cooperation concerning any such matter, ; and SCEA shall not agree to the settlement of any such claim, action or proceeding without Developer's prior written consent. If in the reasonable judgment of SCEA, Developer is financially unable to conduct a reasonable defense of any such action, then SCEA may undertake complete control of such action upon notice to Developer, while reserving SCEA's right to obtain full restitution of all of its fees and costs, including reasonable attorneys' fees and experts' fees, under this Section from Developer.