Common use of IP Claims Clause in Contracts

IP Claims. Immersion Ireland agrees to (1) indemnify, hold harmless and defend Samsung against any claim, legal action, or administrative procedure filed against Samsung by a third party alleging that the Licensed Software, as used within the scope of this Agreement, infringes any patent, copyright, trademark, trade secret, or other intellectual property right of any third party (an “IP Claim”), and (2) pay all damages, costs, including reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction with respect to such IP Claim awarded against Samsung in a final judgment or settlement approved in advance and in writing by Immersion Ireland; provided that Samsung: (a) notifies Immersion Ireland in writing within thirty (30) days of commencement of such IP Claim, (b) grants Immersion Ireland sole control of the defense and settlement of the IP Claim, and (c) provides Immersion Ireland with all timely assistance, information and authority required for the defense and settlement of the IP Claim. To avoid or settle any IP Claim, Immersion Ireland, at its sole option and expense, may: (i) obtain for Samsung the right to continue to use the Licensed Software as contemplated herein, (ii) modify the Licensed Software so that it becomes non-infringing, but without materially altering its functionality, (iii) replace the Licensed Software with functionally equivalent non infringing technology, or, if options (i), (ii) and (iii) above cannot be accomplished despite Immersion Ireland’s commercially reasonable efforts, then Immersion Ireland may terminate this Agreement and, to the extent that any [***] at the time of such termination, shall [***] occurring after such termination. Notwithstanding the foregoing, Immersion Ireland assumes no liability for IP Claims to the extent arising from or based on (i) the combination of the Licensed Software with other products not provided by Immersion Ireland where such claim would not have arisen from the use of the Licensed Software standing alone; except where such combination is necessary for or the intended use of the Licensed Software, (ii) any modification of the Licensed Software not made by or under the authority of Immersion Ireland, where such infringement would not have occurred but for such modifications, or (iii) use of any version of the Licensed Software other than the current version of the Licensed Software, if the infringement would not have occurred but for use of such non-current version. Samsung’s sole and exclusive remedy with respect to any IP Claim shall be for Immersion Ireland to perform its obligations under this Section 11.

IP Claims. Immersion Ireland agrees to (1) indemnify, hold harmless and defend Samsung against any claim, legal action, or administrative procedure filed against Samsung by a third party alleging that the Licensed Software, as used within the scope of this Agreement, infringes any patent, copyright, trademark, trade secret, or other intellectual property right of any third party [***] (an “IP Claim”), and (2) pay all damages, damages and costs, including reasonable attorneys’ fees, finally awarded by a court of competent jurisdiction with respect to such IP Claim awarded against Samsung in a final judgment or settlement approved in advance and in writing by Immersion Ireland; provided that Samsung: (a) notifies Immersion Ireland in writing within thirty (30) days of commencement of such IP Claim, (b) grants Immersion Ireland sole control of the defense and settlement of the IP Claim, and (c) provides Immersion Ireland with all timely assistance, information and authority required for the defense and settlement of the IP Claim. To avoid or settle any IP Claim, Immersion Ireland, at its sole option and expense, may: (i) obtain for Samsung the right to continue to use the Licensed Immersion TouchSense Software as contemplated herein, (ii) modify the Licensed Immersion TouchSense Software so that it becomes non-infringing, but without materially altering its functionality, (iii) replace the Licensed Immersion TouchSense Software with functionally equivalent non infringing technology, or, if options (i), (ii) and (iii) above cannot be accomplished despite Immersion Ireland’s commercially reasonable efforts, then Immersion Ireland may terminate the software licenses contained in this Agreement and, to the extent that any [***] at the time of such termination, shall [***] occurring after such terminationAgreement. Notwithstanding the foregoing, Immersion Ireland assumes no liability for IP Claims to the extent arising from or based on (i) the combination of the Licensed Immersion TouchSense Software with other products not provided by Immersion Ireland where such claim would not have arisen from the use of the Licensed Immersion TouchSense Software standing alone; except where such combination is necessary for or the intended use of the Licensed Immersion TouchSense Software, (ii) any modification of the Licensed Immersion TouchSense Software not made by or under the authority of Immersion Ireland, where such infringement would not have occurred but for such modifications, or (iii) use of any version of the Licensed Immersion TouchSense Software other than the current version of the Licensed Immersion TouchSense Software, if the infringement would not have occurred but for use of such non-current version. Samsung’s sole and exclusive remedy with respect to any IP Claim shall be for Immersion Ireland to perform its obligations under this Section 1110.