Common use of Indemnification by USI Clause in Contracts

Indemnification by USI. USI agrees that Licensee will have no liability, and USI will indemnify, defend, and hold Licensee, and its directors, officers, employees, agents, and representatives (collectively, the “Licensee Affiliates”) harmless against any and all damages, liabilities, attorneys’ fees, or costs incurred by Licensee or the Licensee Affiliates in defending against any third-party claims or threats of claims under trademark, copyright, or unfair competition or deceptive trade practices acts arising from Licensee’s use of the Marks or the System in full compliance with this Agreement. Licensee and the Licensee Affiliates may, at their own expense, appear through counsel of their own choosing to defend themselves against any such action.