Common use of INDEMNIFICATION FOR INFRINGEMENT Clause in Contracts

INDEMNIFICATION FOR INFRINGEMENT. Licensor will defend or settle, at its own expense, any claim against Licensee by a third party asserting that Licensee's and/or its Affiliates’ use of the Product within the scope of this Agreement violates such third party’s patent, copyright, trademark, trade secret or other proprietary rights, and will indemnify Licensee against any damages finally awarded against Licensee arising out of such claim. Licensee will promptly notify Licensor in writing after first receiving notice of any such claim, and Licensor will have sole control of the defense of any action and all negotiations for its settlement or compromise, with Licensee's reasonable assistance; provided, that Licensee's approval in writing shall be required of any settlement or compromise involving any admission of fault or wrongdoing on the part of Licensee, and provided, further, that Licensee may at Licensor's cost and expense take responsibility for its own defense if and to the extent that Licensee has any reasonable doubt as to the ability or willingness of Licensor to fund such defense or any award, settlement or compromise arising therefrom. Licensor will not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent except insofar as Licensee reasonably determines that it is necessary or appropriate to incur such costs and expenses in order to preserve its legal or equitable rights and remedies, protect it from further such claims, or minimize the losses associated with claims so made. If an order is obtained against the Licensee's and/or its Affiliates' use of the Product by reason of any claimed infringement, or if in Licensor's opinion the Product is likely to become the subject of such a claim, Licensor will, at its option and expense, and in addition to any other rights and remedies available to Licensee hereunder, either (i) procure for Licensee the right to continue using the product, or (ii) modify or replace the Product with a compatible functionally equivalent, non-infringing Product.

INDEMNIFICATION FOR INFRINGEMENT. Licensor will defend or settle, at its own expense, any claim against Licensee by a third party asserting that Licensee's and/or its Affiliates’ use of the Product within the scope of this Agreement violates such third party’s patent, copyright, trademark, trade secret or other proprietary rights, and will indemnify Licensee against any damages finally awarded against Licensee arising out of such claimclaimi. Licensee will promptly notify Licensor in writing after first receiving notice of any such claim, and Licensor will have sole control of the defense of any action and all negotiations for its settlement or compromise, with Licensee's reasonable assistance; provided, that Licensee's ’s approval in writing shall be required of any settlement or compromise involving any admission of fault or wrongdoing on the part of Licensee, and provided, further, that Licensee may at Licensor's cost and expense take responsibility for its own defense if and to the extent that Licensee has any reasonable doubt as to the ability or willingness of Licensor to fund such defense or any award, settlement or compromise arising therefrom. Licensor will not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent except insofar as Licensee reasonably determines that it is necessary or appropriate to incur such costs and expenses in order to preserve its legal or equitable rights and remedies, protect it from further such claims, or minimize the losses associated with claims so made. If an order is obtained against the Licensee's ’s and/or its Affiliates' use of the Product by reason of any claimed infringement, or if in Licensor's opinion the Product is likely to become the subject of such a claim, Licensor will, at its option and expense, and in addition to any other rights and remedies s available to Licensee hereunder, either (i) procure for Licensee the right to continue using ing the productProduct, or (ii) modify or replace the Product with a compatible functionally compatible, equivalent, non-infringing Product.

INDEMNIFICATION FOR INFRINGEMENT. Licensor will defend or settle, at its own expense, expense any claim against Licensee by a third party asserting that Licensee's and/or its Affiliates’ use of the Product within the scope of this Agreement violates such third party’s patent, copyright, trademark, trade secret -secret or other proprietary rights, and will indemnify Licensee against any damages finally awarded against Licensee arising out of such claim. Licensee will promptly notify Licensor in writing after first receiving notice of any such claim, and Licensor will have sole control of the defense of any action and all negotiations for its settlement or compromise, with Licensee's reasonable assistance; provided, that Licensee's approval in writing shall be required of any settlement or compromise involving any admission of fault or wrongdoing on the part of Licensee, and provided, further, that Licensee may at Licensor's cost and expense take responsibility for its own defense if and to the extent that Licensee has any reasonable doubt as to the ability or willingness of Licensor to fund such defense or any award, settlement or compromise arising therefrom. Licensor will not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent except insofar as Licensee reasonably determines that it is necessary or appropriate to incur such costs and expenses in order to preserve its legal or equitable rights and remedies, protect it from further such claims, or minimize the losses associated with claims so made. If an order is obtained against the Licensee's ’s and/or its Affiliates' ’ use of the Product by reason of any claimed infringement, or if in Licensor's opinion the Product is likely to become the subject of such a claim, Licensor will, at its option and expense, and in addition to any other rights and remedies available to Licensee hereunder, either (i) procure for Licensee the right to continue using the productProduct, or (ii) modify or replace the Product with a compatible compatible, functionally equivalent, non-infringing Product.

INDEMNIFICATION FOR INFRINGEMENT. Licensor LICENSOR warrants that the PRODUCT furnished by LICENSOR will defend not infringe upon or settleviolate any patent, at its own expensecopyright, trademark, trade secret or proprietary right which concerns any PRODUCT, when used within the scope of the License acquired by LICENSEE hereunder. LICENSOR shall indemnify LICENSEE for any claim asserting or involving a patent, copyright, trademark, trade secret or propriety right violation which concerns any PRODUCT used within the scope of the license acquired by LICENSEE hereunder. LICENSOR shall indemnify LICENSEE against Licensee any loss, cost, expense or liability from any damages finally awarded against LICENSEE for the same. LICENSOR shall also indemnify LICENSEE against any settlement costs which are attributable to any claim by a third party against LICENSEE asserting that Licensee's and/or its Affiliates’ use of the Product or involving a patent, copyright, trademark, trade secret or proprietary right violation which concerns any PRODUCT used within the scope of this Agreement violates the license acquired by LICENSEE hereunder. However, LICENSEE must notify LICENSOR in writing within a reasonable time after LICENSEE first receives written notice of any such third party’s claim, action or allegation of infringement. Related to INDEMNIFICATION FOR INFRINGEMENT proceedings, the LICENSOR reserves the right to exercise full control, including choice of counsel, and settlements. In the event an injunction or order shall be obtained against the LICENSEE’S use of any PRODUCT by reason of the allegations, or if in LICENSOR’S opinion the PRODUCT is likely to become the subject of a claim of infringement or violation of a patent, copyright, trademark, trade secret or other proprietary rightsproperty right of a third party, and will indemnify Licensee against any damages finally awarded against Licensee arising out of such claim. Licensee will promptly notify Licensor in writing after first receiving notice of any such claim, and Licensor will have sole control of the defense of any action and all negotiations for its settlement or compromise, with Licensee's reasonable assistance; provided, that Licensee's approval in writing LICENSOR shall be required of any settlement or compromise involving any admission of fault or wrongdoing on the part of Licensee, and provided, further, that Licensee may at Licensor's cost and expense take responsibility for its own defense if and to the extent that Licensee has any reasonable doubt as to the ability or willingness of Licensor to fund such defense or any award, settlement or compromise arising therefrom. Licensor will not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent except insofar as Licensee reasonably determines that it is necessary or appropriate to incur such costs and expenses in order to preserve its legal or equitable rights and remedies, protect it from further such claims, or minimize the losses associated with claims so made. If an order is obtained against the Licensee's and/or its Affiliates' use of the Product by reason of any claimed infringement, or if in Licensor's opinion the Product is likely to become the subject of such a claim, Licensor will, at its option and expense, and in addition to any other rights and remedies available to Licensee hereunder, either (i) procure for Licensee the right to continue using the product, or (ii) modify or replace the Product with a compatible functionally equivalent, non-infringing Product.:

INDEMNIFICATION FOR INFRINGEMENT. The Licensor will defend or settle, at its own expense, warrants to the Licensee that it has indefeasible title to all property rights which are subject to this Agreement. In the event any claim against Licensee by a third party asserting that is made, or any action is commenced against the Licensee's and/or its Affiliates’ use , for the alleged infringement by the Licensee of the Product within the scope of this Agreement violates any such third party’s patentalleged patents, copyright, trademark, trade secret trademarks or of any other proprietary Intellectual Property rights, and will indemnify resulting from the use by the Licensee against any damages finally awarded against of Licensor’s Products, the Licensee arising out of such claim. Licensee will promptly notify shall give written notice to the Licensor in writing after first receiving notice of any such claimclaim within ten (10) days from notice of claim or service of process in any such action. The Licensor hereby agrees to indemnify the Licensee for any losses or damages suffered by the Licensee resulting from any such claim or action, including the reasonable costs and expenses and the reasonable attorneys fees incurred by the Licensee, provided, the Licensee gives notice to the Licensor will of any such claim or action as provided above. The Licensor shall have the option, to be exercised in its sole control discretion, to defend any such claim or action on behalf of the defense of any action and all negotiations for its settlement or compromise, with Licensee's reasonable assistance; provided, that Licensee's approval Licensee in writing shall be required of any settlement or compromise involving any admission of fault or wrongdoing on the part of Licensee, and provided, further, that Licensee may at Licensor's cost and expense take responsibility for its own defense if same manner and to the same extent that as if the claim or action was made or commenced against the Licensor. In any such election, the Licensee has agrees to cooperate fully with the Licensor to defend, oppose or settle any reasonable doubt as such claim or action, in Licensor’s sole discretion. Failure of Licensee to cooperate with the Licensor shall void Licensor’s agreement to indemnify Licensee. Binding Effect. This Agreement shall be binding upon and inure to the ability or willingness of Licensor to fund such defense or any award, settlement or compromise arising therefrom. Licensor will not be liable for any costs or expenditures incurred by Licensee without Licensor's prior written consent except insofar as Licensee reasonably determines that it is necessary or appropriate to incur such costs and expenses in order to preserve its legal or equitable rights and remedies, protect it from further such claims, or minimize the losses associated with claims so made. If an order is obtained against the Licensee's and/or its Affiliates' use benefit of the Product by reason of any claimed infringementparties hereto, or if their respective legal representatives, successors in Licensor's opinion the Product is likely to become the subject of such a claim, Licensor will, at its option interest and expense, and in addition to any other rights and remedies available to Licensee hereunder, either (i) procure for Licensee the right to continue using the product, or (ii) modify or replace the Product with a compatible functionally equivalent, non-infringing Productassigns.

INDEMNIFICATION FOR INFRINGEMENT. Licensor will defend or settle, at its own expense, any claim against Licensee by asserting a third party asserting that Licensee's and/or its Affiliates’ use of copyright, trademark or trade secret which concerns the Product used within the scope of this the Agreement violates such third party’s patent, copyright, trademark, trade secret or other proprietary rights, and will hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages finally awarded alleged against Licensee. Licensor’s obligations under this Section are conditioned on Licensee arising out of such claim. Licensee will promptly notify notifying Licensor in writing after Licensee first receiving receives notice of any such claim, and action or allegation of infringement and, Licensor will have being given sole control of the defense of any action and all negotiations for its settlement or compromise, with Licensee's the reasonable assistance; provided, that Licensee's approval in writing shall be required of any settlement or compromise involving any admission of fault or wrongdoing on the part assistance of Licensee, and provided, further, that Licensee may at Licensor's cost and expense take responsibility for its own defense if and to the extent that Licensee has any reasonable doubt as to the ability or willingness of Licensor to fund such defense or any award, settlement or compromise arising therefrom. Licensor will shall not be liable for any costs or expenditures incurred by Licensee without Licensor's ’s prior written consent except insofar as Licensee reasonably determines that it is necessary or appropriate to incur such costs and expenses in order to preserve its legal or equitable rights and remedies, protect it from further such claims, or minimize the losses associated with claims so madeconsent. If an injunction or order is obtained against the Licensee's and/or its Affiliates' ’s use of the Product by reason of any claimed the allegations of infringement, or if in Licensor's ’s opinion the Product is likely to become the subject of such a claimclaim of infringement, Licensor willshall, at its option and expense, and in addition to any other rights and remedies available to Licensee hereunder, either (i) procure : Procure for Licensee the right to continue using the product, Product; or (ii) modify Modify or replace the Product with a compatible compatible, functionally equivalent, non-infringing Product(s); or If neither (a) nor (b) is reasonably practical in Licensor’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor’s entire liability and Licensee’s sole and exclusive remedy in the event of intellectual property infringement of any kind.

INDEMNIFICATION FOR INFRINGEMENT. Licensor will defend or settle, at its own expense, any claim against Licensee by asserting a third party asserting that Licensee's and/or its Affiliates’ use of the Product within the scope of this Agreement violates such third party’s patent, copyright, trademark, trade secret or other proprietary rights, and will right violation which concerns the Product used within the scope of the License hereunder. Licensor shall indemnify Licensee against any loss, expense or liability including reasonable attorney's fees from any damages finally awarded alleged against Licensee. Licensor’s obligations under this Section are conditioned on Licensee arising out of such claim. Licensee will promptly notify notifying Licensor in writing after Licensee first receiving receives notice of any such claim, and action or allegation of infringement and, Licensor will have being given sole control of the defense of any action and all negotiations for its settlement or compromise, with Licensee's the reasonable assistance; provided, that Licensee's approval in writing shall be required of any settlement or compromise involving any admission of fault or wrongdoing on the part assistance of Licensee, and provided, further, that Licensee may at Licensor's cost and expense take responsibility for its own defense if and to the extent that Licensee has any reasonable doubt as to the ability or willingness of Licensor to fund such defense or any award, settlement or compromise arising therefrom. Licensor will shall not be liable for any costs or expenditures incurred by Licensee without Licensor's ’s prior written consent except insofar as Licensee reasonably determines that it is necessary or appropriate to incur such costs and expenses in order to preserve its legal or equitable rights and remedies, protect it from further such claims, or minimize the losses associated with claims so madeconsent. If an injunction or order is obtained against the Licensee's and/or its Affiliates' ’s use of the Product by reason of any claimed the allegations of infringement, or if in Licensor's ’s opinion the Product is likely to become the subject of such a claimclaim of infringement, Licensor willshall, at its option and expense, and in addition to any other rights and remedies available to Licensee hereunder, either (i) procure : Procure for Licensee the right to continue using the product, Product; or (ii) modify Modify or replace the Product with a compatible compatible, functionally equivalent, non-infringing Product(s); or If neither (a) nor (b) is reasonably practical in Licensor’s judgment, remove the Product and issue Licensee a pro rata credit based upon the License fees paid for the Product prorated over a thirty-six (36) month period from the date of shipment of the Product. Thereafter, termination shall proceed in accordance with the terms of Section 4. Licensor shall have no obligation under this Section to the extent the alleged infringement results from (i) modification of the Product other than by Licensor; (ii) the combination of the Product with products not provided by Licensor; or (iii) use of any older version of the Product when use of a newer version made available to Licensee would have avoided the infringement. This Section 10 is Licensor’s entire liability and Licensee’s sole and exclusive remedy in the event of intellectual property infringement of any kind.