Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. Licensor shall indemnify Licensee and hold Licensee harmless from any damages and liabilities (including reasonable attorneys' fees and costs), arising from any breach of Licensor's warranties as defined in Licensor's Warranties, above, provided: (a) such claim, if sustained, would prevent Licensee from marketing the Licensed Products or the Property; (b) such claim arises solely out of the Property as disclosed to the Licensee, and not out of any change in the Property made by Licensee or a vendor, or by reason of an off-the-shelf component or by reason of any claim for trademark infringement; (c) Licensee gives Licensor prompt written notice of any such claim; (d) such indemnity shall only be applicable in the event of a final decision by a court of competent jurisdiction from which no right to appeal exists; and (e) that the maximum amount due from Licensor to Licensee under this paragraph shall not exceed the amounts due to Licensor under the Payment Section from the date that Licensor notifies Licensee of the existence of such a claim. The maximum amount due from Licensor to Licensee under this paragraph shall not exceed fifty percent (50%) of the Royalty amounts due to Licensor under Sections 11 and 13 above from the date that Licensor notifies Licensee of the existence of such a claim. After the commencement of a lawsuit against Licensee that comes within the scope of this paragraph, Licensee may place fifty percent (50%) of the said Royalties thereafter due to Licensor under Sections 11 and 13 above in a separate interest bearing fund hereinafter referred to as the "Legal Fund." Licensee may draw against such Legal Fund to satisfy all of the reasonable expenses of defending the suit and of any judgment or settlement made in regard to this suit. In the event the Legal Fund shall be insufficient to pay the then current defense obligations, Licensee may advance monies on behalf of the Legal Fund and shall be reimbursed as payments are credited to the Legal Fund. Licensor's liability to Licensee shall not extend beyond the loss of its royalty deposit in the Legal Fund. After the suit has been concluded any balance remaining in the Legal Fund shall be paid to Licensor and all future Royalties due to Licensor shall be paid to Licensor as they would otherwise, become due. Licensee shall not permit the time for appeal from an adverse decision on a claim to expire.

Indemnification by Licensor. Licensor shall indemnify Licensee LICENSOR will indemnify, defend, and hold Licensee LICENSEE harmless from and against any damages and liabilities all losses, liabilities, claims, causes of action, damages, costs and expenses (including reasonable attorneys' ’ fees and costs), arising from any breach of Licensor's warranties expenses) incurred by LICENSEE as defined in Licensor's Warranties, above, provided: (a) such claim, if sustained, would prevent Licensee from marketing the Licensed Products or the Property; (b) such claim arises solely out of the Property as disclosed to the Licensee, and not out of any change in the Property made by Licensee or a vendor, or by reason of an off-the-shelf component or by reason result of any claim for trademark infringement; (c) Licensee gives Licensor prompt written notice by any person, firm or entity that LICENSEE’S use of the Trademarks in accordance with this Agreement infringes upon any rights granted to such person, firm or entity by LICENSOR, or infringes upon the rights of any such claim; (d) such other person, firm or entity whether or not granted by LICENSOR, and claims of infringement of intellectual property rights, including copyrights, trademarks, trade dress, trade names and/or patent claims. If any action or proceeding is brought or asserted against LICENSEE in respect of which indemnity shall only may be applicable in the event of a final decision by a court of competent jurisdiction sought from which no right to appeal exists; and (e) that the maximum amount due from Licensor to Licensee LICENSOR under this paragraph 19(C), LICENSEE will promptly notify LICENSOR (hereof in writing, and LICENSOR will assume and direct the defense thereof and LICENSOR shall have the exclusive right to direct the defense thereof through counsel selected and paid for by LICENSOR. LICENSEE may thereafter, at its own expense, be represented by its own counsel in such action or proceeding. LICENSEE may not exceed settle or compromise any such claim or action without the prior written approval of LICENSOR. In either case, LICENSOR and LICENSEE will keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such defense. The provisions of this paragraph and LICENSOR’S obligations hereunder will survive any termination or rescission of this Agreement or its expiration, If LICENSOR does not provide the indemnification or defense provided for in this paragraph 19(C), LICENSEE may do so and deduct the cost thereof from any Minimum Annual Royalty or other amounts due to Licensor under the Payment Section from the date that Licensor notifies Licensee of the existence of such a claim. The maximum amount due from Licensor to Licensee LICENSOR under this paragraph shall not exceed fifty percent (50%) of the Royalty amounts due to Licensor under Sections 11 and 13 above from the date that Licensor notifies Licensee of the existence of such a claim. After the commencement of a lawsuit against Licensee that comes within the scope of this paragraph, Licensee may place fifty percent (50%) of the said Royalties thereafter due to Licensor under Sections 11 and 13 above in a separate interest bearing fund hereinafter referred to as the "Legal FundAgreement." Licensee may draw against such Legal Fund to satisfy all of the reasonable expenses of defending the suit and of any judgment or settlement made in regard to this suit. In the event the Legal Fund shall be insufficient to pay the then current defense obligations, Licensee may advance monies on behalf of the Legal Fund and shall be reimbursed as payments are credited to the Legal Fund. Licensor's liability to Licensee shall not extend beyond the loss of its royalty deposit in the Legal Fund. After the suit has been concluded any balance remaining in the Legal Fund shall be paid to Licensor and all future Royalties due to Licensor shall be paid to Licensor as they would otherwise, become due. Licensee shall not permit the time for appeal from an adverse decision on a claim to expire.

Indemnification by Licensor. Licensor shall does hereby indemnify Licensee and hold Licensee harmless from Licensee, against any and all liabilities, damages and liabilities expense (including reasonable attorneys' fees fees, costs and costs)expenses) which Licensee may incur or be obligated to pay in any action or claim against Licensee for infringement of any other person's claimed right to use a trademark in the Territory, arising but only where such action or claim results from any breach of LicensorLicensee's warranties as defined in Licensor's Warranties, above, provided: (a) such claim, if sustained, would prevent Licensee from marketing the Licensed Products or the Property; (b) such claim arises solely out use of the Property as disclosed to the Licensee, and not out of any change Trademark in the Property made by Territory in accordance with the terms of this Agreement. Licensee or a vendor, or by reason of an off-the-shelf component or by reason of any claim for trademark infringement; (c) Licensee gives shall give Licensor prompt written notice of any such claim; (d) claim or action and thereupon Licensor shall undertake and conduct the defense of any suit so brought. It is understood, however, that if there is a dispute between Licensor and Licensee as to whether the suit was brought as a result of Licensee's failure to use the Trademark in accordance with the terms of this Agreement Licensee may be required to conduct such indemnity shall only be applicable in the event of a final decision by a court of competent jurisdiction from which defense unless and until it is determined that no right to appeal exists; and (e) that the maximum amount due from Licensor to Licensee under this paragraph shall not exceed the amounts due to Licensor under the Payment Section from the date that Licensor notifies Licensee such misuse of the existence of such a claim. The maximum amount due from Licensor to Licensee under this paragraph shall not exceed fifty percent (50%) of the Royalty amounts due to Licensor under Sections 11 and 13 above from the date that Licensor notifies Licensee of the existence of such a claim. After the commencement of a lawsuit against Licensee that comes within the scope of this paragraph, Licensee may place fifty percent (50%) of the said Royalties thereafter due to Licensor under Sections 11 and 13 above in a separate interest bearing fund hereinafter referred to as the "Legal Fund." Licensee may draw against such Legal Fund to satisfy all of the reasonable expenses of defending the suit and of any judgment or settlement made in regard to this suitTrademark occurred. In the event appropriate action is not taken by Licensor within thirty (30) days of its receipt of notice from Licensee, Licensee shall have the Legal Fund right to defend such claim or action in its own name, but no settlement or compromise of any such claim or action may be made without the prior written approval of Licensor. In either case, Licensor and Licensee shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such defense. Such indemnification shall be insufficient deemed to pay apply solely to the then current defense obligations, Licensee may advance monies on behalf amount of the Legal Fund judgment, if any, against Licensee, and sums paid by Licensee in connection with its defense, and shall be reimbursed as payments not apply to any consequential damages suffered by Licensee which are credited to not included in the Legal Fundaforementioned judgment. Licensor's liability to Licensee Such indemnification shall not extend beyond the loss apply to any damages sustained by Licensee by reason of its royalty deposit in the Legal Fund. After the suit has been concluded any balance remaining in the Legal Fund shall be paid to Licensor and all future Royalties due to Licensor shall be paid to Licensor as they would otherwise, become due. Licensee shall not permit the time for appeal from an adverse decision on a claim to expiresuch claimed infringement other than those specified above.

Indemnification by Licensor. Licensor agrees to indemnify, hold harmless and defend Licensee and Licensee Representatives (collectively, the “Licensee Indemnified Parties”) from, against and with respect to any Claim arising out of the breach of any representation, warranty or covenant of Licensor under this Agreement, and for any Claims that the Licensor Rights or Licensee’s use of the Licensor Rights infringe or violate any patents, copyrights, trademarks or trade secrets or other intellectual property rights of any Person. In the event of any such Claim, Licensor shall indemnify defend the Licensee Indemnified Party or Parties in question at Licensor’s sole expense by counsel selected by Licensor, subject to reasonable approval by Licensee, which approval is not to be unreasonably withheld or delayed. In addition, Licensee Indemnified Parties shall have the right to hire counsel, at their sole expense, who shall cooperate with Licensor’s counsel in the defense of any Claim indemnified under this Section 11.2; provided that if Licensee reasonably determines there are Claims or defenses available to Licensee Indemnified Parties which are not otherwise available to Licensor or if a conflict of interest exists between Licensor and hold Licensee harmless from Indemnified Parties, or if Licensor fails to diligently prosecute any such Claim with competent counsel, then Licensee Indemnified Parties shall be entitled to separate representation by counsel of their choosing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensor and liabilities disapproved by Licensee, then Licensee shall be responsible to pay any such excess amount, plus Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys' fees and costs’ fees), arising from any breach of Licensor's warranties as defined in Licensor's Warranties, above, provided: (a) such claim, if sustained, would prevent Licensee from marketing the Licensed Products or the Property; (b) such claim arises solely out of the Property as disclosed to the Licensee, and not out of any change in the Property made by Licensee or a vendor, or by reason of an off-the-shelf component or by reason of any claim for trademark infringement; (c) Licensee gives Licensor prompt written notice of any such claim; (d) such indemnity shall only be applicable in the event of a final decision by a court of competent jurisdiction from which no right to appeal exists; and (e) that the maximum amount due from Licensor to Licensee under this paragraph shall not exceed the amounts due to Licensor under the Payment Section from the date that Licensor notifies Licensee of the existence of such a claim. The maximum amount due from Licensor to Licensee under this paragraph shall not exceed fifty percent (50%) of the Royalty amounts due to Licensor under Sections 11 and 13 above from the date that Licensor notifies Licensee of the existence of such a claim. After the commencement of a lawsuit against Licensee that comes within the scope of this paragraph, Licensee may place fifty percent (50%) of the said Royalties thereafter due to Licensor under Sections 11 and 13 above in a separate interest bearing fund hereinafter referred to as the "Legal Fund." Licensee may draw against such Legal Fund to satisfy all of the reasonable expenses of defending the suit and of any judgment or settlement made in regard to this suit. In the event the Legal Fund shall be insufficient to pay the then current defense obligations, Licensee may advance monies on behalf of the Legal Fund and shall be reimbursed as payments are credited to the Legal Fund. Licensor's liability to Licensee shall not extend beyond the loss of its royalty deposit in the Legal Fund. After the suit has been concluded any balance remaining in the Legal Fund shall be paid to Licensor and all future Royalties due to Licensor shall be paid to Licensor as they would otherwise, become due. Licensee shall not permit the time for appeal from an adverse decision on a claim to expire.

Indemnification by Licensor. Licensor shall shall, at its option and expense, defend or settle any claim, proceeding, or suit (“Claim”) brought by third parties against Licensee, its successors or assigns (collectively, the “Licensee Indemnitees”), arising from due to any material breach of the representations and warranties made by the Licensor (“Licensee Claim”) or material breach of any material provisions of this Agreement, if (a) the Licensee has full and complete control over the defense and settlement of the Licensee Claim; (b) the Licensee Indemnitees provide assistance, at Licensor’s expense, in connection with the defense and settlement of the Licensee Claim as Licensor may reasonably request; and (c) the Licensee Indemnitees complies with any settlement or court order made in connection with the Licensee Claim. Licensor will also indemnify each Licensee Indemnitee against and hold pay (i) all damages, costs, and attorneys’ fees finally awarded against any Licensee harmless from Indemnitee in any damages and liabilities Licensee Claim; (ii) all reasonable costs (including reasonable attorneys' ’ fees) reasonably incurred by any Licensee Indemnitee in connection with the defense of such Licensee Claim, including assistance provided to Licensor in accordance with this Section 7.2 (other than attorneys’ fees and costscosts incurred without Licensor’s consent after Licensor has accepted defense of such Claim); and, arising from (iii) if any breach of Licensor's warranties as defined Licensee Claim is settled, all amounts to be paid to any third party in Licensor's Warranties, above, provided: (a) such claim, if sustained, would prevent Licensee from marketing the Licensed Products or the Property; (b) such claim arises solely out of the Property as disclosed to the Licensee, and not out of any change in the Property made by Licensee or a vendor, or by reason of an off-the-shelf component or by reason of any claim for trademark infringement; (c) Licensee gives Licensor prompt written notice settlement of any such claimClaim; provided that Licensor shall not settle any claim giving rise to an obligation of indemnity under this Section 7.2 without the consent of the affected Licensee Indemnitees unless such settlement involves no more than the payment of money by Licensor, but in no event shall such consent be unreasonably withheld or delayed unless the same would reasonably be expected to have a material adverse effect on Licensee or the nature, scope or any other aspect of the License or the Patent Rights within the Field of Use, Notwithstanding the foregoing, Licensor will not be responsible for any Licensee Claim to the extent such Licensee Claim is attributable to (d1) such indemnity shall only the breach or failure to be applicable true of any Licensee representation or warranty contained in this Agreement, or (2) the event settlement of a final decision Licensee Claim by a court any Licensee Indemnitee without the prior written approval of competent jurisdiction from Licensor, the approval of which no right to appeal exists; and will not be unreasonably withheld, or (e3) that the maximum amount due from Licensor to gross negligence or any intentional misconduct on by part of Licensee under this paragraph shall not exceed the amounts due to Licensor under the Payment Section from the date that Licensor notifies or Licensee of the existence of such a claim. The maximum amount due from Licensor to Licensee under this paragraph shall not exceed fifty percent (50%) of the Royalty amounts due to Licensor under Sections 11 and 13 above from the date that Licensor notifies Licensee of the existence of such a claim. After the commencement of a lawsuit against Licensee that comes within the scope of this paragraph, Licensee may place fifty percent (50%) of the said Royalties thereafter due to Licensor under Sections 11 and 13 above in a separate interest bearing fund hereinafter referred to as the "Legal FundIndemnitees." Licensee may draw against such Legal Fund to satisfy all of the reasonable expenses of defending the suit and of any judgment or settlement made in regard to this suit. In the event the Legal Fund shall be insufficient to pay the then current defense obligations, Licensee may advance monies on behalf of the Legal Fund and shall be reimbursed as payments are credited to the Legal Fund. Licensor's liability to Licensee shall not extend beyond the loss of its royalty deposit in the Legal Fund. After the suit has been concluded any balance remaining in the Legal Fund shall be paid to Licensor and all future Royalties due to Licensor shall be paid to Licensor as they would otherwise, become due. Licensee shall not permit the time for appeal from an adverse decision on a claim to expire.

Indemnification by Licensor. Licensor shall indemnify Licensee and hold Licensee harmless from Licensee, its affiliates and their directors, officers, employees, and agents against any damages and liabilities all judgments, damages, costs or losses of any kind (including reasonable attorneys' fees ’ and costs), arising from experts’ fees) as a result of any breach of Licensor's warranties as defined in Licensor's Warranties, above, provided: (a) such claim, if sustained, would prevent Licensee from marketing the Licensed Products action or the Property; (b) such claim proceeding that arises solely out of the Property as disclosed or relates to the Licenseea material breach by Licensor of its representations or warranties under this Agreement; provided however, and not out of any change in the Property made by Licensee or a vendor, or by reason of an off-the-shelf component or by reason of any claim for trademark infringement; that (ci) Licensee gives notifies Licensor prompt written notice promptly of any such claim, action or proceeding; (dii) such indemnity shall only be applicable Licensee grants Licensor control of its defense and/or settlement; and (iii) Licensee cooperates with Licensor in the event defense thereof. Licensor shall periodically reimburse Licensee for its reasonable expenses incurred under this Subsection 12.2. Licensee shall have the right, at its own expense, to participate in the defense of a final decision by a court of competent jurisdiction from any claim, action or proceeding against which it is indemnified hereunder; provided, however, it shall have no right to appeal exists; and (e) that control the maximum amount due from defense, consent to judgment, or agree to settle any such claim, action, or proceeding without the written consent of Licensor to Licensee under this paragraph without waiving the indemnity hereunder. Licensor, in the defense of any such claim, action or proceeding except with the written consent of Licensee, shall not exceed the amounts due consent to Licensor under the Payment Section from the date that Licensor notifies Licensee of the existence of such a claim. The maximum amount due from Licensor to Licensee under this paragraph shall not exceed fifty percent (50%) of the Royalty amounts due to Licensor under Sections 11 and 13 above from the date that Licensor notifies Licensee of the existence of such a claim. After the commencement of a lawsuit against Licensee that comes within the scope of this paragraph, Licensee may place fifty percent (50%) of the said Royalties thereafter due to Licensor under Sections 11 and 13 above in a separate interest bearing fund hereinafter referred to as the "Legal Fund." Licensee may draw against such Legal Fund to satisfy all of the reasonable expenses of defending the suit and entry of any judgment or enter into any settlement made which either (i) does not include, as an unconditional term, the grant by the claimant to Licensee of a release of all liabilities in regard respect of such claims or (ii) otherwise adversely affects the rights of Licensee. The foregoing notwithstanding, Licensor shall not be required to this suit. In the event the Legal Fund shall be insufficient to pay the then current defense obligations, indemnify Licensee may advance monies on behalf of the Legal Fund and shall be reimbursed as payments are credited to the Legal Fund. Licensor's liability extent any claims, actions or proceedings arise out of or relate to (i) a breach by Licensee shall not extend beyond the loss of its royalty deposit in representations or warranties made herein, or (ii) Licensee’s gross negligence or willful misconduct. This provision shall survive the Legal Fund. After the suit has been concluded any balance remaining in the Legal Fund shall be paid to Licensor and all future Royalties due to Licensor shall be paid to Licensor as they would otherwise, become due. Licensee shall not permit the time for appeal from an adverse decision on a claim to expiretermination or expiration of this Agreement.

Indemnification by Licensor. Licensor shall indemnify indemnify, defend, and hold harmless Licensee, and each Affiliate of Licensee and hold Licensee harmless from each of their respective parties against any and all liabilities, damages and liabilities expense (including reasonable attorneys' fees fees, costs and costs)expenses) which Licensee may incur or be obligated to pay in any action or claim against Licensee for infringement of any other person's claimed right to use a trademark in the Territory, arising including such infringements as may be contained in advertising placed by Licensor, but only where such action or claim results from any breach of LicensorLicensee's warranties as defined in Licensor's Warranties, above, provided: (a) such claim, if sustained, would prevent Licensee from marketing the Licensed Products or the Property; (b) such claim arises solely out use of the Property as disclosed to the Licensee, and not out of any change Trademarks in the Property made by Territory in accordance with the terms of this Agreement. Licensee or a vendor, or by reason of an off-the-shelf component or by reason of any claim for trademark infringement; (c) Licensee gives shall give Licensor prompt written notice of any such claim; (d) such indemnity claim or action, and thereupon Licensor shall only be applicable undertake and conduct the defense of any suit so brought. It is understood, however, that if there is a dispute between Licensor and Licensee as to whether the suit was brought as a result of Licensee's failure to use the Trademarks in the event of a final decision by a court of competent jurisdiction from which no right to appeal exists; and (e) that the maximum amount due from Licensor to Licensee under accordance with this paragraph shall not exceed the amounts due to Licensor under the Payment Section from the date that Licensor notifies Licensee of the existence of such a claim. The maximum amount due from Licensor to Licensee under this paragraph shall not exceed fifty percent (50%) of the Royalty amounts due to Licensor under Sections 11 and 13 above from the date that Licensor notifies Licensee of the existence of such a claim. After the commencement of a lawsuit against Licensee that comes within the scope of this paragraphAgreement, Licensee may place fifty percent (50%) be required to conduct such defense unless and until it is determined that no such misuse of the said Royalties thereafter due to Licensor under Sections 11 and 13 above in a separate interest bearing fund hereinafter referred to as the "Legal Fund." Licensee may draw against such Legal Fund to satisfy all of the reasonable expenses of defending the suit and of any judgment or settlement made in regard to this suitTrademarks occurred. In the event the Legal Fund shall be insufficient to pay the then current defense obligationsappropriate action is not taken by Licensor within thirty (30) days after its receipt of notice from Licensee, Licensee shall have the right to defend such claim or action in its own name, but no settlement or compromise of any such claim or action may advance monies on behalf be made without the prior written approval of Licensor. In either case, Licensor and Licensee shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such defense. Such indemnification will be deemed to apply solely to the amount of the Legal Fund judgment, if any, against Licensee, and shall be reimbursed as payments sums paid by Licensee in connection with its defense, and will not apply to any consequential damages suffered by Licensee that are credited to the Legal Fund. Licensor's liability to Licensee shall not extend beyond the loss of its royalty deposit included in the Legal Fundaforementioned judgment. After the suit has been concluded Such indemnification will not apply to any balance remaining in the Legal Fund shall be paid to Licensor and all future Royalties due to Licensor shall be paid to Licensor as they would otherwise, become duedamages sustained by Licensee by reason of claimed infringement other than those specified above. Licensee shall not permit the time for appeal from an adverse decision on a claim to expire.18.4

Indemnification by Licensor. Licensor shall indemnify Licensee and hold Licensee harmless from any damages and liabilities (including reasonable attorneys' fees and costs), arising from any breach of Licensor's warranties as defined in Licensor's Warranties, above, provided: (a) such claimLicensor agrees to defend any claims or suits brought against Licensee and, if sustained, would prevent Licensee from marketing the Licensed Products or the Property; (b) such claim arises solely out of the Property as disclosed subject to the Licenseelimitations set forth in Section 0, will indemnify and hold it harmless against any award of damages and costs made against it by settlement or a final judgment of a court of competent jurisdiction in any suit insofar as, and not out of only to the extent that, the same is based on a claim by any change in the Property made by Person (other than Licensee or a vendorLicensee Affiliate) that the Licensed Property infringes any United States patent, copyright or by reason of an off-the-shelf component trademark or by reason of misappropriates any claim for trademark infringement; trade secret (c) a “Licensee gives Claim”). Licensee shall give Licensor prompt written notice of any Licensee Claim. (b) Licensor shall have sole control over the defense of any Licensee Claim, including appeals, negotiations and the right to effect a settlement or compromise thereof, provided that (i) Licensor may not partially settle any Licensee Claim without the written consent of Licensee, unless such settlement releases Licensee fully from such claim; , (dii) Licensor shall promptly provide Licensee with copies of all pleadings or similar document relating to any Licensee Claim, (iii) Licensor shall consult with Licensee with respect to the defense and settlement of any Licensee Claim, and (iv) in any litigation to which Licensee is a party, Licensee shall be entitled to be separately represented at its own expense by counsel of its own selection. (c) Licensor shall have no liability for any Licensee Claim or any other claim of intellectual property infringement or trade secret misappropriation to the extent (i) such indemnity shall only be applicable infringement is based upon adherence to specifications, designs or instructions furnished by Licensee, (ii) such claim is based upon the combination, operation or use of any Licensed Property with products or content owned by any Person other than Licensor, including without limitation Licensee Developments, (iii) such claim is based upon the combination of any Licensed Property or modification of any products or content supplied by any Person other than Licensor, (iv) such claim is based upon use of Licensed Property in a manner which is inconsistent with the event terms of this Agreement if such infringement would not have occurred except for such use, or (v) such claim is based upon use of a final decision version of the Licensed Property other than the latest version of the Licensed Property, which has been delivered by a court of competent jurisdiction from which no right to appeal exists; and (e) that the maximum amount due from Licensor to Licensee under this paragraph shall not exceed Licensee, to the amounts due to Licensor under the Payment Section from the date that Licensor notifies Licensee of the existence of extent such a claim. The maximum amount due from Licensor to Licensee under this paragraph shall not exceed fifty percent (50%) of the Royalty amounts due to Licensor under Sections 11 and 13 above from the date that Licensor notifies Licensee of the existence of such a claim. After the commencement of a lawsuit against Licensee that comes within the scope of this paragraph, Licensee may place fifty percent (50%) of the said Royalties thereafter due to Licensor under Sections 11 and 13 above in a separate interest bearing fund hereinafter referred to as the "Legal Fund." Licensee may draw against such Legal Fund to satisfy latest version provides substantially all of the reasonable expenses of defending same functional, performance and operational features as the suit prior version, and of any judgment or settlement made in regard to this suit. In the event the Legal Fund shall be insufficient to pay the then current defense obligations, Licensee may advance monies on behalf extent such claim could have been avoided by use of the Legal Fund and shall be reimbursed as payments are credited to the Legal Fund. Licensor's liability to Licensee shall not extend beyond the loss of its royalty deposit in the Legal Fund. After the suit has been concluded any balance remaining in the Legal Fund shall be paid to Licensor and all future Royalties due to Licensor shall be paid to Licensor as they would otherwise, become due. Licensee shall not permit the time for appeal from an adverse decision on a claim to expirelatest version.

Indemnification by Licensor. Licensor agrees to defend, indemnify and hold Licensee, its officers, directors, stockholders, employees, parent entities, subsidiaries and affiliates, harmless from any and all damages, liabilities and expenses, including reasonable attorneys’ fees, relating to any suit, claim or governmental proceeding (whether or not Licensee shall be a party thereto) related to trademark infringement alleged to have occurred by reason of Licensee’s use of the Licensed Trademarks in accordance with this Agreement or which arises out of any breach of any representations or warranties or covenants made by Licensor in this Agreement, the conduct of Licensor’s business, or out of a breach of its obligations under this Agreement, whether in Contract, Tort or otherwise. Licensee agrees to give Licensor prompt notice of all such claims. As set forth in Section 26, if Licensor and/or Licensee receive notice of a claim of infringement related to this license, Licensor shall have the option to terminate this Agreement with thirty days notice in order to resolve such infringement claim. Notwithstanding the above, Licensor shall have no obligation to defend, indemnify Licensee and or hold Licensee harmless from and against any damages damages, liabilities and liabilities expenses, including attorneys’ fees, relating to any suit or claim which arises out of (i) Licensee’s sole negligence or willful misconduct, or (ii) a matter that is the subject of Licensee’s obligation to indemnify Licensee as set forth in this Section, including reasonable attorneys' fees and costs)without limitation, arising from any claims with respect to the conduct of Licensee’s business, or any claim alleging breach of Licensor's any of Licensee’s representations and warranties as defined in Licensor's Warranties, above, provided: (a) such claim, if sustained, would prevent Licensee from marketing the Licensed Products or the Property; (b) such claim arises solely out of the Property as disclosed to the Licensee, and not out of any change in the Property made by Licensee or a vendor, or by reason of an off-the-shelf component or by reason of any claim for trademark infringement; (c) Licensee gives Licensor prompt written notice of any such claim; (d) such indemnity shall only be applicable in the event of a final decision by a court of competent jurisdiction from which no right to appeal exists; and (e) that the maximum amount due from Licensor to Licensee its obligations under this paragraph shall not exceed the amounts due to Licensor under the Payment Section from the date that Licensor notifies Licensee of the existence of such a claim. The maximum amount due from Licensor to Licensee under this paragraph shall not exceed fifty percent (50%) of the Royalty amounts due to Licensor under Sections 11 and 13 above from the date that Licensor notifies Licensee of the existence of such a claim. After the commencement of a lawsuit against Licensee that comes within the scope of this paragraphAgreement, Licensee may place fifty percent (50%) of the said Royalties thereafter due to Licensor under Sections 11 and 13 above whether in a separate interest bearing fund hereinafter referred to as the "Legal FundContract, Tort or otherwise." Licensee may draw against such Legal Fund to satisfy all of the reasonable expenses of defending the suit and of any judgment or settlement made in regard to this suit. In the event the Legal Fund shall be insufficient to pay the then current defense obligations, Licensee may advance monies on behalf of the Legal Fund and shall be reimbursed as payments are credited to the Legal Fund. Licensor's liability to Licensee shall not extend beyond the loss of its royalty deposit in the Legal Fund. After the suit has been concluded any balance remaining in the Legal Fund shall be paid to Licensor and all future Royalties due to Licensor shall be paid to Licensor as they would otherwise, become due. Licensee shall not permit the time for appeal from an adverse decision on a claim to expire.

Indemnification by Licensor. Licensor shall indemnify Licensee and hold Licensee harmless from any damages and liabilities (including reasonable attorneys' fees and costs), arising from any breach of Licensor's warranties as defined in Licensor's Warranties, above, provided: (a) such claimLicensor agrees to defend any claims or suits brought against Licensee and, if sustained, would prevent Licensee from marketing the Licensed Products or the Property; (b) such claim arises solely out of the Property as disclosed subject to the Licenseelimitations set forth in Section 6.1, will indemnify and hold it harmless against any award of damages and costs made against it by settlement or a final judgment of a court of competent jurisdiction in any suit insofar as, and not out of only to the extent that, the same is based on a claim by any change in the Property made by Person (other than Licensee or a vendorLicensee Affiliate) that the Licensed Property infringes any United States patent, copyright or by reason of an off-the-shelf component trademark or by reason of misappropriates any claim for trademark infringement; trade secret (c) a “Licensee gives Claim”). Licensee shall give Licensor prompt written notice of any Licensee Claim. (b) Licensor shall have sole control over the defense of any Licensee Claim, including appeals, negotiations and the right to effect a settlement or compromise thereof, provided that (i) Licensor may not partially settle any Licensee Claim without the written consent of Licensee, unless such settlement releases Licensee fully from such claim; , (dii) Licensor shall promptly provide Licensee with copies of all pleadings or similar document relating to any Licensee Claim, (iii) Licensor shall consult with Licensee with respect to the defense and settlement of any Licensee Claim, and (iv) in any litigation to which Licensee is a party, Licensee shall be entitled to be separately represented at its own expense by counsel of its own selection. (c) Licensor shall have no liability for any Licensee Claim or any other claim of intellectual property infringement or trade secret misappropriation to the extent (i) such indemnity shall only be applicable infringement is based upon adherence to specifications, designs or instructions furnished by Licensee, (ii) such claim is based upon the combination, operation or use of any Licensed Property with products or content owned by any Person other than Licensor, including without limitation Licensee Developments, (iii) such claim is based upon the combination of any Licensed Property or modification of any products or content supplied by any Person other than Licensor, (iv) such claim is based upon use of Licensed Property in a manner which is inconsistent with the event terms of this Agreement if such infringement would not have occurred except for such use, or (v) such claim is based upon use of a final decision version of the Licensed Property other than the latest version of the Licensed Property, which has been delivered by a court of competent jurisdiction from which no right to appeal exists; and (e) that the maximum amount due from Licensor to Licensee under this paragraph shall not exceed Licensee, to the amounts due to Licensor under the Payment Section from the date that Licensor notifies Licensee of the existence of extent such a claim. The maximum amount due from Licensor to Licensee under this paragraph shall not exceed fifty percent (50%) of the Royalty amounts due to Licensor under Sections 11 and 13 above from the date that Licensor notifies Licensee of the existence of such a claim. After the commencement of a lawsuit against Licensee that comes within the scope of this paragraph, Licensee may place fifty percent (50%) of the said Royalties thereafter due to Licensor under Sections 11 and 13 above in a separate interest bearing fund hereinafter referred to as the "Legal Fund." Licensee may draw against such Legal Fund to satisfy latest version provides substantially all of the reasonable expenses of defending same functional, performance and operational features as the suit prior version, and of any judgment or settlement made in regard to this suit. In the event the Legal Fund shall be insufficient to pay the then current defense obligations, Licensee may advance monies on behalf extent such claim could have been avoided by use of the Legal Fund and shall be reimbursed as payments are credited to the Legal Fund. Licensor's liability to Licensee shall not extend beyond the loss of its royalty deposit in the Legal Fund. After the suit has been concluded any balance remaining in the Legal Fund shall be paid to Licensor and all future Royalties due to Licensor shall be paid to Licensor as they would otherwise, become due. Licensee shall not permit the time for appeal from an adverse decision on a claim to expirelatest version.

Indemnification by Licensor. Licensor Optikos shall indemnify Licensee and hold Licensee harmless Benthos from any damages and liabilities (including reasonable attorneys' fees and costs), arising from any breach of Licensor's Optikos' warranties as defined in Licensor's Warranties, above, Section 9 hereof provided: (a) such claim, if sustained, would prevent Licensee from Benthos form marketing the Licensed Products or the PropertyTechnology; (b) such claim arises solely out of the Property as disclosed to the LicenseeBenthos, and not out of any change in the Property Technology made by Licensee Benthos or a vendorvendor of Benthos, or by reason of an any off-the-shelf component or by reason of any claim for trademark infringement; (c) Licensee Benthos gives Licensor Optikos prompt written notice of any such claim; (d) such indemnity shall only be applicable in the event of a final decision by a court of competent jurisdiction from which no appeal of right to appeal exists; and (e) that the maximum amount due from Licensor Optikos to Licensee under this paragraph shall not exceed the amounts due to Licensor under the Payment Section from the date that Licensor notifies Licensee of the existence of such a claim. The maximum amount due from Licensor to Licensee Benthos under this paragraph shall not exceed fifty percent (50%) percent of the Royalty amounts amount due to Licensor Optikos under Sections 11 and 13 above Section 8 from the date that Licensor Benthos notifies Licensee Optikos of the existence of such a claim as made in writing by a third party. Before the institution of a suit against Benthos coming within the scope of this Section, and after such notice, Benthos may take as a credit against fifty (50%) percent of royalties due after notification, its reasonable legal fees and expenses paid to outside counsel in connection with such claim. After the commencement of a lawsuit suit against Licensee that comes Benthos or a customer of Benthos coming within the scope of this paragraph, Licensee Benthos may place fifty percent (50%) of the said Royalties royalists thereafter due to Licensor Optikos under Sections 11 and 13 above Section 5. in a separate interest bearing fund hereinafter referred to as the a "Legal Fund." Licensee ". Benthos may draw against such Legal Fund to satisfy all of the reasonable expenses of defending the such suit paid to outside counsel and third parties and of any judgment or settlement made in regard to this suittherein. In the event the Legal Fund shall be insufficient to pay the then current defense obligations, Licensee Benthos may advance monies on behalf of the said Legal Fund and shall be reimbursed as payments are credited to the Legal Fund. LicensorOptikos' and Optikos' agent's liability to Licensee Benthos shall not extend beyond the loss of its royalty deposit in the Legal FundFund as set forth in this paragraph. After the such suit has been concluded by settlement or otherwise, any balance remaining in the Legal Fund shall be paid to Licensor Optikos and all future Royalties royalties due to Licensor Optikos shall be paid to Licensor Optikos as they would otherwise, otherwise become due. Licensee Benthos shall not permit the time for appeal from an adverse decision on a claim to expireexpire or settle such a claim without the consent of Optikos, which consent shall not be unreasonably withheld.

Indemnification by Licensor. Licensor shall indemnify Licensee and hold Licensee harmless from Licensee, its affiliates and their directors, officers, employees, and agents against any damages and liabilities all judgments, damages, costs or losses of any kind (including reasonable attorneys' fees ’ and costs), arising from experts’ fees) as a result of any breach of Licensor's warranties as defined in Licensor's Warranties, above, provided: (a) such claim, if sustained, would prevent Licensee from marketing the Licensed Products action or the Property; (b) such claim proceeding that arises solely out of the Property as disclosed or relates to the Licenseea material breach by Licensor of its representations or warranties under this Master Agreement; provided however, and not out of any change in the Property made by Licensee or a vendor, or by reason of an off-the-shelf component or by reason of any claim for trademark infringement; that (ci) Licensee gives notifies Licensor prompt written notice promptly of any such claim, action or proceeding; (dii) such indemnity shall only be applicable Licensee grants Licensor control of its defense and/or settlement; and (iii) Licensee cooperates with Licensor in the event defense thereof. Licensor shall periodically reimburse Licensee for its reasonable expenses incurred under this Subsection 12.2. Licensee shall have the right, at its own expense, to participate in the defense of a final decision by a court of competent jurisdiction from any claim, action or proceeding against which it is indemnified hereunder; provided, however, it shall have no right to appeal exists; and (e) that control the maximum amount due from defense, consent to judgment, or agree to settle any such claim, action, or proceeding without the written consent of Licensor to Licensee under this paragraph without waiving the indemnity hereunder. Licensor, in the defense of any such claim, action or proceeding except with the written consent of Licensee, shall not exceed the amounts due consent to Licensor under the Payment Section from the date that Licensor notifies Licensee of the existence of such a claim. The maximum amount due from Licensor to Licensee under this paragraph shall not exceed fifty percent (50%) of the Royalty amounts due to Licensor under Sections 11 and 13 above from the date that Licensor notifies Licensee of the existence of such a claim. After the commencement of a lawsuit against Licensee that comes within the scope of this paragraph, Licensee may place fifty percent (50%) of the said Royalties thereafter due to Licensor under Sections 11 and 13 above in a separate interest bearing fund hereinafter referred to as the "Legal Fund." Licensee may draw against such Legal Fund to satisfy all of the reasonable expenses of defending the suit and entry of any judgment or enter into any settlement made which either (i) does not include, as an unconditional term, the grant by the claimant to Licensee of a release of all liabilities in regard respect of such claims or (ii) otherwise adversely affects the rights of Licensee. The foregoing notwithstanding, Licensor shall not be required to this suit. In the event the Legal Fund shall be insufficient to pay the then current defense obligations, indemnify Licensee may advance monies on behalf of the Legal Fund and shall be reimbursed as payments are credited to the Legal Fund. Licensor's liability extent any claims, actions or proceedings arise out of or relate to (i) a breach by Licensee shall not extend beyond the loss of its royalty deposit in representations or warranties made herein, or (ii) Licensee’s gross negligence or willful misconduct. This provision shall survive the Legal Fundtermination or expiration of this Master Agreement. After the suit has been concluded any balance remaining in the Legal Fund shall be paid to Licensor and all future Royalties due to Licensor shall be paid to Licensor as they would otherwise, become due. Licensee shall not permit the time for appeal from an adverse decision on a claim to expire13.