Common use of Licensee Indemnification Clause in Contracts

Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor's option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee's, or any Authorized User's: (i) negligence or wilful misconduct; or (ii) use of the Software or Documentation in a manner not authorized by this ▇▇▇▇; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to Licensee, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence thereof by counsel of its own choice.

Licensee Indemnification. Subject to the limitations in Section 10 below, Licensee shall indemnify, hold harmless, and, at Licensor's option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee's, or any Authorized User's: (i) negligence or wilful willful misconduct; or (ii) use of the Software or Documentation in a manner not authorized or contemplated by this ▇▇▇▇Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to Licensee, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence defense thereof by counsel of its own choice.

Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor's option, defend Licensor from and against any Losses resulting from any Thirdthird-Party Claim party claim based on Licensee's, or any Authorized User's: (i) negligence or wilful willful misconduct; or (ii) use of the Software or Documentation in a manner not authorized or contemplated by this ▇▇▇▇Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to Licensee, provided that Licensee may not settle any Thirdthird-Party Claim party claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Thirdthird-Party Claim party claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Thirdthird-Party Claim party claim or to participate in the defence defense thereof by counsel of its own choice.

Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor's ’s option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee's’s, or any Authorized User's’s: (i) gross negligence or wilful willful misconduct; or (ii) use of the Software Software, the Source Code, or the Documentation in a manner not authorized or contemplated by this ▇▇▇▇Agreement; (iii) use of the Software or the Source Code in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software or the Source Code not made by Licensor; or (v) use of any version other than the most current version of the Software Software, the Source Code, or the Documentation delivered to Licensee, ; provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence defense thereof by counsel of its own choice.

Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor's option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee's, or any Authorized User's: : (i) negligence or wilful willful misconduct; or (ii) use of the Software or Documentation in a manner not authorized or contemplated by this ▇▇▇▇Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to Licensee, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence defense thereof by counsel of its own choice.

Licensee Indemnification. Licensee shall indemnify, hold harmlessharmless to the fullest extent permitted by law, Licensor and its affiliates, parent, subsidiaries, Members, owners and, at Licensor's option, defend Licensor from and against any Losses losses, expenses, damages, suits, claims, arbitrations and claims, costs and fees, including reasonable attorneys fees, expenses and costs of litigations and other legal proceedings resulting from any Third-Party Claim based on Licensee's, or any Authorized User's: (i) negligence or wilful willful misconduct; or (ii) use of the Software or Documentation in a manner not authorized or contemplated by this ▇▇▇▇Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to Licensee, and (vi) any breach of this Agreement including but not limited to the assignment and use limitations, provided that Licensee may not settle any Third-Third- Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence defense thereof by counsel of its own choice.

Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor's ’s option, defend Licensor from and against any Losses resulting from any Third-Party Claim based on Licensee's’s, or any Authorized User's’s: (i) negligence or wilful willful misconduct; or (ii) use of the Software or Documentation in a manner not authorized or contemplated by this ▇▇▇▇Agreement; (iii) use of the Software in combination with data, software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in writing; or (iv) modifications to the Software not made by Licensor; or (v) use of any version other than the most current version of the Software or Documentation delivered to Licensee, provided that Licensee may not settle any Third-Party Claim against Licensor unless such settlement completely and forever releases Licensor from all liability with respect to such Third-Party Claim or unless Licensor consents to such settlement, and further provided that Licensor will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defence defense thereof by counsel of its own choice.