Infringement of Fidelity Software Sample Clauses

Infringement of Fidelity Software. Fidelity agrees to defend at its own expense, any claim or action brought by any third party against Client or its Affiliates or any of its or their officers, directors, employees, advisors, representatives or agent (each an “Indemnified Person”) for actual or alleged infringement of any patent, copyright or other intellectual property right (including, but not limited to, misappropriation of trade secrets) based upon the Software or the Products and Services furnished hereunder. Fidelity further agrees to indemnify and hold each *** Confidential material redacted and submitted separately to the Commission Indemnified Person harmless from and against any and all liabilities, losses, costs, direct damages, and expenses (including, without limitation, reasonable attorneys’ fees) associated with any such claim or action incurred by such Indemnified Person. Fidelity shall have the sole right to conduct and control the defense of any such claim or action and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing between the parties hereto; provided, however, that no settlement or compromise may include any acknowledgement or admission of liability by, or the entry of any judgment against, such Indemnified Person without such Indemnified Person’s consent, which consent shall not be unreasonably delayed, conditioned or withheld. Fidelity agrees to give Client, and Client agrees to give Fidelity, as appropriate, prompt written notice of any written threat, warning or notice of any such claim or action against Fidelity or Client, as appropriate, or any other user or any supplier of components of the Software covered hereunder, which could have an adverse impact on Client’s use of same, provided Fidelity or Client, as appropriate, knows of such claim or action. If in any such suit so defended, all or any part of the Software (or any component thereof) is held to constitute an infringement or violation of any other party’s intellectual property rights and is enjoined, or if in respect of any claim of infringement, Fidelity deems it advisable to do so, Fidelity shall at its sole option take one or more of the following actions at no additional cost to Client: (a) procure the right to continue the use of the same without material interruption for Client; (b) replace the same with non-infringing software that meets the same specifications as the infringing software; or (c) modify said Fidelity Software so as to be non-infringin...

Infringement of Fidelity Software. 12 15.3 INFRINGEMENT OF CLIENT-PROVIDED SOFTWARE............................12