Common use of Infringement Claim Indemnity Clause in Contracts

Infringement Claim Indemnity. You shall notify MKS promptly in writing of any threatened or pending judicial third party action brought against you alleging that your normal operation, possession and use of the Software infringes a valid Canadian or United States patent or Canadian or United States copyright issued as of the Effective Date or constitutes misuse or misappropriation of any Canadian trade secrets or United States trade secrets (each, an “Infringement Claim”). Subject to Sections 12.2 and 13 below and provided that you are otherwise in compliance with your obligations under this Agreement, MKS shall indemnify and defend you against any Infringement Claim at its own expense and shall pay (a) the reasonable legal fees of counsel engaged by MKS to defend you, (b) any costs and damages finally awarded against you in such Infringement Claim, and (c) any amount agreed to be paid by MKS in settlement of such Infringement Claim, if any. MKS’s foregoing obligations are subject to and conditioned upon: (i) MKS having the sole control of the defense, negotiation and settlement of such Infringement Claim; and (ii) your cooperation in such defense which shall include, but not be limited to, providing MKS with all documentation and information in your possession or control relating to such Infringement Claim.

Infringement Claim Indemnity. You shall notify MKS promptly in writing of any threatened or pending judicial third party action brought against you alleging that your normal operation, possession and use of the Software infringes a valid Canadian or United States patent or Canadian or United States copyright issued as of the Effective Date or constitutes misuse or misappropriation of any Canadian trade secrets or United States trade secrets (each, an “Infringement Claim”). Subject to Sections 12.2 11.2 and 13 12 below and provided that you are otherwise in compliance with your obligations under this Agreement, MKS shall indemnify and defend you against any Infringement Claim at its own expense and shall pay (a) the reasonable legal fees of counsel engaged by MKS to defend you, (b) any costs and damages finally awarded against you in such Infringement Claim, and (c) any amount agreed to be paid by MKS in settlement of such Infringement Claim, if any. MKS’s foregoing obligations are subject to and conditioned upon: (i) MKS having the sole control of the defense, negotiation and settlement of such Infringement Claim; and (ii) your cooperation in such defense which shall include, but not be limited to, providing MKS with all documentation and information in your possession or control relating to such Infringement Claim.

Infringement Claim Indemnity. You shall notify MKS PTC promptly in writing of any threatened or pending judicial third party action brought against you alleging that your normal operation, possession and use of the Software infringes a valid Canadian or United States patent or Canadian or United States copyright issued as of the Effective Date or constitutes misuse or misappropriation of any Canadian trade secrets or United States trade secrets (each, an “Infringement Claim”). Subject to Sections 12.2 and 13 below and provided that you are otherwise in compliance with your obligations under this Agreement, MKS PTC shall indemnify and defend you against any Infringement Claim at its own expense and shall pay (a) the reasonable legal fees of counsel engaged by MKS PTC to defend you, (b) any costs and damages finally awarded against you in such Infringement Claim, and (c) any amount agreed to be paid by MKS PTC in settlement of such Infringement Claim, if any. MKSPTC’s foregoing obligations are subject to and conditioned upon: (i) MKS PTC having the sole control of the defense, negotiation and settlement of such Infringement Claim; and (ii) your cooperation in such defense which shall include, but not be limited to, providing MKS PTC with all documentation and information in your possession or control relating to such Infringement Claim.