Common use of Intellectual Property Infringement Indemnity Clause in Contracts

Intellectual Property Infringement Indemnity. A. LICENSOR will defend, indemnify and hold harmless AT&T, its Affiliates, distributors and customers (and the owners, directors, employees and agents of each of them) (the “IP Indemnified Parties”) from and against any and all losses, costs, damages, expenses, liabilities, demands, claims, actions and lawsuits (including without limitation consultant, attorney and other legal fees, collectively, “Losses”) that may be asserted against, incurred or suffered by, imposed on, or awarded against any IP Indemnified Party to the extent arising out of or in connection with, any allegation, threat, demand or claim (or settlement thereof) that the Information Service, whether alone or in combination with the Certified Devices or AT&T’s wireless network (except to the extent the Certified Devices or AT&T’s cellular network infringe without the combined use of the Information Service) infringe, dilute, tarnish, or misappropriate any copyright, [*****] patent, right of publicity trademark, trade secret, [*****] or license of any third party person or entity (an “Infringement Claim”). The IP Indemnified Parties shall promptly notify LICENSOR in writing of an Infringement Claim and shall reasonably cooperate with LICENSOR. The IP Indemnified Parties will allow LICENSOR the sole control of its defense (except that if an IP Indemnified Party elects to do so, it may participate in the defense at its own expense) and all related monetary settlement negotiations (it being agreed that any non-monetary terms, including any licensing terms, of any settlement of an Infringement Claim that directly affects the IP Indemnified Party shall require the prior written approval of the IP Indemnified Party, not to be unreasonably withheld or delayed) and provided that an IP Indemnified Party shall not be required to admit liability under any circumstances. The Parties agree that indemnity for any Services provided hereunder will be as set forth in the applicable Order.

Intellectual Property Infringement Indemnity. A. LICENSOR will defend9.1 Seller shall indemnify, indemnify defend and hold TRW, NTI or Affiliate and its Customers harmless AT&T, its Affiliates, distributors and customers (and the owners, directors, employees and agents of each of them) (the “IP Indemnified Parties”) from and against any and all losses, costs, damages, liabilities, expenses, liabilitiesjudgements, demands, claims, actions and lawsuits costs (including without limitation consultantreasonable attorneys' fees and costs), attorney and other legal fees, collectively, “Losses”resulting from any claim alleging that any Products infringe any patent or trademark right (Solely with respect to Seller's trademarks) that may be asserted against, incurred or suffered by, imposed on, or awarded against any IP Indemnified Party to the extent arising out of or in connection with, any allegation, threat, demand or claim (or settlement thereof) that the Information Service, whether alone or in combination with the Certified Devices or AT&T’s wireless network (except to the extent the Certified Devices or AT&T’s cellular network infringe without the combined use of the Information Service) infringe, dilute, tarnish, or misappropriate any copyright, [*****] patent, right of publicity trademark, trade secret, [*****] or license of any third party person or entity (an “Infringement Claim”"IPR"). The IP Indemnified Parties shall , so long as TRW promptly notify LICENSOR notifies in writing Seller of an Infringement Claim such claim; permits Seller at its sole option, to defend and/or settle such claim; delegates to Seller all responsibility and shall authority for the defense and/or settlement thereof and provided further that TRW will not incur any liability, cost or expense hereunder without Seller's prior written approval. TRW will reasonably cooperate with LICENSOR. The IP Indemnified Parties will allow LICENSOR the sole control of its defense (except that if an IP Indemnified Party elects to do so, it may participate and assist in the defense and/or settlement of same at Seller's expense. In the event that any Products delivered by Seller hereunder are determined to infringe any IPR, Seller shall, in addition to its other obligations under this Section 9 and at Seller's option, either (i) obtain from such third party, at Seller's sole expense, the right for TRW, NTI or Affiliate and NTI or Affiliate's customers to continue using the infringing Products; (ii) modify or replace the infringing Products at Seller's sole expense so as to render them non-infringing, while maintaining fit, form and function acceptable to TRW and NTI or Affiliate; or (iii) only if neither (i) nor (ii) is reasonably available, accept return of all infringing Products purchased by TRW and refund to TRW the aggregate purchase price paid for all infringing Products. In addition, TRW reserves the right at any time to independently defend and/or settle such claim at its own expense) and all related monetary settlement negotiations (it being agreed that any non-monetary terms, including any licensing terms, of any settlement of an Infringement Claim that directly affects the IP Indemnified Party shall require the prior written approval of the IP Indemnified Party, not to be unreasonably withheld or delayed) and provided that an IP Indemnified Party shall not be required to admit liability under any circumstances. The Parties agree that indemnity for any Services provided hereunder will be as set forth in the applicable Order.

Intellectual Property Infringement Indemnity. A. LICENSOR will defendConsultant, at its own expense, shall indemnify and hold harmless AT&TKinko's, its Affiliatessubsidiaries, distributors affiliates or assignees, and customers (and the owners, their directors, employees officers, employees, agents and agents shareholders and defend with counsel approved by Kinko's any action brought against same with respect to any claim, demand, cause of each of them) (the “IP Indemnified Parties”) from action, debt or liability, including attorneys' fees and against any and all losses, costs, damages, expenses, liabilities, demands, claims, actions and lawsuits (including without limitation consultant, attorney and other legal fees, collectively, “Losses”) that may be asserted against, incurred or suffered by, imposed on, or awarded against any IP Indemnified Party to the extent arising that such action, claim, demand, cause of action, debt or liability arises out of or in connection with, a claim that any allegation, threat, demand or claim (or settlement thereof) that the Information Service, whether alone or in combination with the Certified Devices or AT&T’s wireless network (except to the extent the Certified Devices or AT&T’s cellular network infringe without the combined use of the Information ServiceServices or Software (as defined in Schedule A attached hereto and incorporated by this reference) infringeprovided hereunder infringes, diluteviolates or misappropriates any patents, tarnishcopyrights, trade secrets, licenses, or misappropriate any copyright, [*****] patent, right of publicity trademark, trade secret, [*****] or license other intellectual property rights of any third party person or entity (an “Infringement Claim”)party. The IP Indemnified Parties shall promptly notify LICENSOR in writing of an Infringement Claim and shall reasonably cooperate with LICENSOR. The IP Indemnified Parties will allow LICENSOR the sole control of its defense (except that if an IP Indemnified Party elects to do soKinko's may, it may participate in the defense at its own expense) , assist in such defense if it so chooses, provided that, as long as Consultant can demonstrate sufficient financial resources, Consultant shall control such defense and all related monetary negotiations relative to the settlement negotiations of any such claim. Kinko's shall promptly provide Consultant with written notice of any claim that Kinko's believes falls within the scope of this paragraph. In the event that the Software provided hereunder, or any portion thereof is held to constitute an infringement and its use is enjoined, Consultant shall have the obligation to, at its expense, (i) modify the infringing Software without impairing in any material respect the functionality or performance, so that it being agreed that any is non-monetary termsinfringing, including (ii) procure for Kinko's the right to continue to use the infringing Software, or (iii) replace the Software with equally suitable, non-infringing software. If none of the foregoing alternatives are available to Consultant, and an action, claim, demand, cause of action, debt or liability arises during the first twelve (12) months of this Agreement then Kinko's at its option; may terminate this Agreement without liability and receive repayment of all monies paid to Consultant. If such action, claim, demand, cause of action, debt or liability arises following such initial twelve (12) month period, then in such event Kinko's, at its own option, may terminate this Agreement without liability to Consultant. Notwithstanding anything herein to the contrary, Consultant may not settle any licensing terms, of any settlement of an Infringement Claim that directly affects the IP Indemnified Party shall require action or claim without the prior written approval consent of the IP Indemnified PartyKinko's, not to be unreasonably withheld or delayed) and provided that an IP Indemnified Party which consent shall not be required to admit liability under any circumstances. The Parties agree that indemnity for any Services provided hereunder will be as set forth in the applicable Orderunreasonably withheld.