Common use of IPR Indemnification Clause in Contracts

IPR Indemnification. If a third party claims that your use of the Two Impulse Software infringes any copyright, trademark or trade secret, you must promptly notify Two Impulse in writing. Two Impulse shall defend and hold you harmless against costs, damages and/or reasonable attorneys fees that are included in a final judgment against you (without right of appeal) or in a settlement approved by us that are attributable to your use of the Two Impulse Software, provided that you are current in the payment of all applicable Fees prior to a claim and you reasonably cooperate with us and allow us to control the defence of such claims and all related settlement negotiations. Two Impulse's obligations hereunder are contingent on the following conditions: (a) you must notify Two Impulse in writing promptly after you become aware of a claim or the possibility thereof; and (b) you must grant Two Impulse or its licensors the sole control of the settlement, compromise, negotiation, and defence of any such action; and (c) you must provide Two Impulse and its licensors with all information related to the action that is reasonably requested by Two Impulse or such persons.