Common use of Licensor Indemnification Clause in Contracts

Licensor Indemnification. (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, costs ("Losses") incurred by Licensee resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Software or Documentation, or any use of the Software or Documentation in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, US patents, copyrights, or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole discretion, to (A) modify or replace the Software or Documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (B) modifications to the Software not made by Licensor; or (C) use of any version other than the most current version of the Software or Documentation delivered to Licensee.

Licensor Indemnification. (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, costs ("including reasonable attorneys’ fees) (“Losses"”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding ("“Third-Party Claim"”) that the Software Platform or DocumentationDocumentation and Software, or any use of the Software or Documentation thereof in accordance with this Agreement, infringes or misappropriates such third party's US ’s intellectual property rights, US patents, copyrights, or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's ’s sole discretion, to (A) modify or replace the Software Platform or DocumentationDocumentation and Software, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) from use of the Platform or Documentation and Software in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (B) modifications to the Software not made by Licensor; or (C) use of any version other than the most current version of the Software or Documentation delivered to Licensee.

Licensor Indemnification. (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, costs ("Losses") Losses incurred by the Licensee resulting from any third-Action by a third party claim, suit, action, or proceeding ("Third-Party Claim") that the Software or Documentation, or any use of the Software or Documentation in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, US patentsIntellectual Property Rights, copyrights, or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole discretion, to (A) modify or replace the Software or Documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee. (iii) This Section 9(a) will 12.1 does not apply to the extent that the alleged infringement arises from: from:‌ (Aa) Open Source Components or other Third-Party Materials; (b) combination, operation, or use of the Software in combination with dataor with, any technology (including any software, hardware, equipmentfirmware, system, or technology network) or service not provided by Licensor or authorized specified for Licensee's use in the Documentation; (c) modification of the Software other than: (i) by Licensor in writing; (B) modifications to the Software not made by Licensorconnection with this Agreement; or (Cii) with Licensor's express written authorization and in strict accordance with Licensor's written directions and specifications; (d) use of any version of the Software other than the most current version or failure to timely implement any Maintenance Release, modification, update, or replacement of the Software made available to Licensee by Licensor; (e) use of the Software after Licensor's notice to Licensee of such activity's alleged or actual infringement, misappropriation, or other violation of a third party's rights; (f) negligence, abuse, misapplication, or misuse of the Software or Documentation delivered by or on behalf of Licensee, Licensee's Representatives, or a third party; (g) use of the Software or Documentation by or on behalf of Licensee that is outside the purpose, scope, or manner of use authorized by this Agreement or in any manner contrary to LicenseeLicensor's instructions; (h) events or circumstances outside of Licensor's commercially reasonable control (including any third-party hardware, software, or system bugs, defects, or malfunctions); or (i) Third-Party Claims or Losses for which Licensee is obligated to indemnify Licensor pursuant to 1210.2.

Licensor Indemnification. ‌ (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, costs liabilities ("Losses") incurred by Licensee resulting from any third-party claim, suit, action, or proceeding ("Third-Third- Party Claim") that the Software or DocumentationSoftware, or any use of the Software or Documentation in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, US patents, copyrights, or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole discretion, to (A) modify or replace the Software or Documentation, or component or part thereof, to make it non-non- infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee. (iii) This Section 9(a12(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (B) modifications to the Software not made by Licensor; or [or] (C) use of any version other than the most current version of the Software or Documentation delivered to Licensee[; or (D) Third-Party Products].

Licensor Indemnification. ‌ (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys' fees) ("Losses") incurred by Licensee resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Software or Documentation, or any use of the Software or Documentation in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, US patents, copyrights, or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. (ii) If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole discretion, to (A) modify or replace the Software or Documentation, or component or part thereof, to make it non-non- infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee. (iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (B) modifications to the Software not made by Licensor; or (C) use of any version other than the most current version of the Software or Documentation delivered to Licensee.

Licensor Indemnification. (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, and costs ("including reasonable attorneys’ fees) (“Losses"”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding ("“Third-Party Claim"”) that the Software or Documentation, or any use of the Software or Documentation in accordance with this Agreement, infringes or misappropriates such third party's ’s US intellectual property rights, US patents, copyrights, or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. (ii) . If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's ’s sole discretion, to (A) modify or replace the Software or Documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee. (iii) . This Section 9(a7(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (B) modifications to the Software not made by Licensor; or (C) use of any version other than the most current version of the Software or Documentation delivered to Licensee; or (D) Third-Party Products.

Licensor Indemnification. (i) i. Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, costs ("including reasonable attorneys’ fees) (“Losses"”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding ("“Third-Party Claim"”) that the Software or Documentation, or any use of the Software or Documentation in accordance with this Agreement, infringes or misappropriates such third party's ’s US intellectual property rights, US patents, copyrights, or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. (ii) . If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's ’s sole discretion, to (Ai) modify or replace the Software or Documentation, or component or part thereof, to make it non-infringing, or (Bii) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives neither alternative is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee. (iii) This Section 9(a) . Licensor’s indemnification obligations hereunder will not apply to the extent that the alleged infringement arises from: (Ai) use of the Software or Documentation in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (Bii) modifications to the Software or Documentation not made by Licensor; or (Ciii) use of any version other than the most current version of the Software or Documentation delivered to LicenseeLicensee Data.

Licensor Indemnification. (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, and costs ("including reasonable attorneys’ fees) (“Losses"”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding ("Third-“Third- Party Claim"”) that the Software Software, the Source Code, or the Documentation, or any use of the Software Software, the Source Code, or the Documentation in accordance with this Agreement, infringes or misappropriates such third party's ’s US intellectual property rights, US patents, copyrights, copyrights or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim. (iii) If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's ’s sole discretion, to (Aa) modify or replace the Software Software, the Source Code, or the Documentation, or component or part thereof, to make it non-infringing, or (Bb) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee. (iiiii) This Section 9(a) 7.1 will not apply to the extent that the alleged infringement arises from: (Aa) use of the Software Softwareor the Source Code in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (Bb) modifications to the Software or the Source Code not made by Licensor; or (Cc) use of any version other than the most current version of the Software Software, the Source Code, or Documentation delivered to Licensee; or (d) Third-Party Products.