Common use of Licensor Indemnification Clause in Contracts

Licensor Indemnification. Licensor shall defend, indemnify (with counsel reasonably acceptable to Licensee) and hold Licensee harmless from and against any damages, claims, lawsuits, causes of action, liabilities, costs, obligations and expenses (including reasonable attorneys’ fees and court costs) arising solely out of any claim or allegation (whether or not proven) by any third party that Licensee’s use of the Intellectual Property pursuant to this Agreement, including the marketing, sale and/or distribution of the Licensed Processes and the Licensed Products in any Field of Use in the Territory, infringes upon or violates a valid intellectual property right or represents a misappropriation of a trade secret of a third party; provided, however, that: (1) Licensee shall have promptly provided Licensor with written notice thereof and reasonable cooperation, information, and assistance in connection therewith; (2) Licensor shall have sole control and authority with respect to the defense, settlement, or compromise thereof (provided in all cases Licensor shall act reasonably in good faith and in the best interests of Licensee, and Licensor shall not take any actions or enter into any settlements or other arrangements that impose any obligations or liabilities, financial or otherwise, upon Licensee without Licensee's prior written consent); (3) this indemnity shall not apply if such damage, liability, cost or expense results solely from, or is caused solely by, an intentional tortuous act or the gross negligence of Licensee; and (4) this indemnity shall not apply if such forgoing, Licensor’s indemnity obligations set forth in this paragraph shall not apply if such damage, liability, cost or expense results solely from any Licensee modifications to the Intellectual Property, Licensed Products, and/or Licensed Processes. Licensee shall have the right to be kept informed of the status and progress of all such actions undertaken by Licensor pursuant to this section.

Licensor Indemnification. Subject to Licensee’s obligations in Sections 9.1 above, Licensor shall defendindemnify, indemnify (with counsel reasonably acceptable to Licensee) defend and hold Licensee harmless from and Convergys against any and all damages, claims, lawsuits, causes of actionlosses, liabilities, costssettlements, obligations costs and expenses caused by or arising from any suit , proceeding or claim by an unaffiliated third party [**] that the Licensed Software Products provided under this Agreement (including together, the “Software”) or the services provided pursuant to any Professional Services Agreement infringe or misappropriate any patent or other Intellectual Property right of such third party. Licensee must give prompt written notice to Licensor of any such claim or liability, and must furnish, upon Licensor’s request and at Licensor’s expense, all information and reasonable attorneys’ fees assistance available to Licensee relating to such defense. Licensor will select counsel and court costs) arising solely out assume the defense of such claim or action at its cost and expense. Licensee may elect to be represented in such action by counsel of its own choosing, at its own cost and expense. Licensor will not settle any claim or allegation suit in any manner which will result in any liability or obligation to Licensee which is not fully discharged by Licensor, without first obtaining the written consent of Licensee. If the Software becomes the subject of a claim of infringement or misappropriation, then Licensor may, at its option and expense, (whether x) procure for Licensee the right to continue using such Software (at no expense to Licensee), or (y) modify such Software to make it non-infringing, so long as such modification provides functionality and performance substantially equivalent to that of the unmodified Software. Licensor’s obligations under this paragraph do not provenapply to the extent that a claim or adverse judgment is based on (i) Software based on specifications provided by any third party that Licensee’s , (ii) software, equipment or services provided by Licensee, (iii) use of the Intellectual Property pursuant Software in combination with software, equipment or services not provided by Licensor, if the Software alone would not be infringing, or (iv) any other independent basis of liability apart from the Software. Notwithstanding any other provision of this Agreement to this Agreementthe contrary, including if Licensee obtains from its customer a limitation on damages for intellectual property infringement, licensee shall provide licensor with the marketing, sale and/or distribution benefit of such limitation in an amount equal to one-half (1/2) of the Licensed Processes and amount negotiated by Licensee with the Licensed Products in any Field of Use in the Territory, infringes upon or violates a valid intellectual property right or represents a misappropriation of a trade secret of a third party; provided, however, that: (1) Licensee shall have promptly provided Licensor with written notice thereof and reasonable cooperation, information, and assistance in connection therewith; (2) Licensor shall have sole control and authority with respect to the defense, settlement, or compromise thereof (provided in all cases Licensor shall act reasonably in good faith and in the best interests of Licensee, and Licensor shall not take any actions or enter into any settlements or other arrangements that impose any obligations or liabilities, financial or otherwise, upon Licensee without Licensee's prior written consent); (3) this indemnity shall not apply if such damage, liability, cost or expense results solely from, or is caused solely by, an intentional tortuous act or the gross negligence of Licensee; and (4) this indemnity shall not apply if such forgoing, Licensor’s indemnity obligations set forth in this paragraph shall not apply if such damage, liability, cost or expense results solely from any Licensee modifications to the Intellectual Property, Licensed Products, and/or Licensed Processes. Licensee shall have the right to be kept informed of the status and progress of all such actions undertaken by Licensor pursuant to this sectioncustomer.

Licensor Indemnification. Licensor shall defend, indemnify (with counsel reasonably acceptable to Licensee) and hold Licensee harmless from and against any damages, claims, lawsuits, causes of action, liabilities, costs, obligations and expenses (including reasonable attorneys’ fees and court costs) arising solely out of any claim or allegation (whether or not proven) by any third party that Licensee’s use of the Intellectual Property pursuant to this Agreement, including the marketing, sale and/or distribution of the Licensed Processes Products and the Licensed Products Processes in any Field of Use in the Territory, infringes upon or violates a valid intellectual property right or represents a misappropriation of a trade secret of a third party; provided, however, that: (1i) Licensee shall have promptly provided Licensor with written notice thereof and reasonable cooperation, information, and assistance in connection therewith; (2ii) Licensor shall have sole control and authority with respect to the defense, settlement, or compromise thereof (provided in all cases Licensor shall act reasonably in good faith and in the best interests of Licensee, and Licensor shall not take any actions or enter into any settlements or other arrangements that impose any obligations or liabilities, financial or otherwise, upon Licensee without Licensee's prior written consent); (3iii) this indemnity shall not apply if such damage, liability, cost or expense results solely from, or is caused solely by, an intentional tortuous act or the gross negligence of Licensee; and (4iv) this indemnity shall not apply if such forgoing, Licensor’s indemnity obligations set forth in this paragraph shall not apply if such damage, liability, cost or expense results solely from any Licensee modifications to the Intellectual Property, Licensed Products, and/or Licensed Processes, unless such modifications have received written approval by Licensor. Licensee shall have the right to be kept informed of the status and progress of all such actions undertaken by Licensor pursuant to this sectionSection.

Licensor Indemnification. Licensor shall defendwill hold harmless, indemnify and defend you and your officers, directors, agents and employees (with counsel reasonably acceptable to Licenseecollectively, "Licensee Parties") and hold Licensee harmless from and against any and all claims (including any and all liabilities, damages, claimslosses, lawsuits, causes of action, liabilities, costs, obligations costs and expenses (including and reasonable attorneys’ fees and court costsarising therefrom) ("Claims") to the extent arising solely out of any claim action or allegation proceeding brought by a third party against any one or more of the Licensee Parties: (whether i) alleging that the Licensed Products infringe a copyright or patent, or misappropriate a trade secret of a third party in the venue in which the Licensed Products are licensed under this License Agreement; or (ii) related to any act or omission by Licensor which is a breach by Licensor of any term of this License Agreement or of any of its obligations under this License Agreement; provided, however, that Licensor will have no liability to you with respect to any Claim that is based upon, arises out of, or would not provenhave occurred but for (A) any modification of the Licensed Products by you or any third party, (B) your combination, operation, or use of the Licensed Software with any software, hardware, product or apparatus installed in your application environment following the installation of the Licensed Software, (C) your use of any third party that Licensee’s use software other than in accordance with the license agreement for such third party software, or (D) any act or omission by you which is a breach by you of the Intellectual Property pursuant to any of your obligations under this Agreement, including the marketing, sale and/or distribution of the Licensed Processes and . If Licensor reasonably believes that the Licensed Products in any Field of Use in the Territoryinfringe a copyright or patent, infringes upon or violates a valid intellectual property right or represents a misappropriation of misappropriate a trade secret of a third party, then Licensor, within its sole and absolute discretion, may (i) acquire the right for you to continue to use the Licensed Products upon the terms of this License Agreement; provided(ii) modify the Licensed Products to avoid or correct the infringement; (iii) replace the Licensed Software; or (iv) terminate this License Agreement and refund to you an equitable portion of the license fees paid to Licensor for the infringing Licensed Software. Upon such termination you will immediately discontinue to use, however, that: (1) Licensee shall have promptly provided Licensor with written notice thereof and reasonable cooperation, informationremove from your system, and assistance in connection therewith; (2) return to Licensor shall have sole control such Licensed Software and authority with respect to the defense, settlement, or compromise thereof (associated User Documentation as provided in all cases Licensor shall act reasonably in good faith and in the best interests of Licensee, and Licensor shall not take any actions or enter into any settlements or other arrangements that impose any obligations or liabilities, financial or otherwise, upon Licensee without Licensee's prior written consent); (3Section 12(e) this indemnity shall not apply if such damage, liability, cost or expense results solely from, or is caused solely by, an intentional tortuous act or the gross negligence of Licensee; and (4) this indemnity shall not apply if such forgoing, Licensor’s indemnity obligations set forth in this paragraph shall not apply if such damage, liability, cost or expense results solely from any Licensee modifications to the Intellectual Property, Licensed Products, and/or Licensed Processes. Licensee shall have the right to be kept informed of the status and progress of all such actions undertaken by Licensor pursuant to this sectionbelow.

Licensor Indemnification. Licensor shall defendwill indemnify and defend you and your officers, indemnify directors, agents and employees (with counsel reasonably acceptable to Licenseecollectively, “Licensee Parties”) and hold Licensee harmless from and against any and all claims (including any and all liabilities, damages, claimslosses, lawsuits, causes of action, liabilities, costs, obligations costs and expenses (including and reasonable attorneys’ fees and court costsarising therefrom) (“Claims”) to the extent arising solely out of any claim action or allegation proceeding brought by a third party against any one or more of the Licensee Parties: (whether i) alleging that the Licensed Products infringe a copyright or patent, or misappropriate a trade secret of a third party in the venue in in which the Licensed Products are licensed under this License Agreement; or (ii) related to any act or omission by Licensor which is a breach by Licensor of any term of this License Agreement or of any of its obligations under this License Agreement; provided, however, that Licensor will have no liability to you with respect to any Claim that is based upon, arises out of, or would not provenhave occurred but for (A) any modification of the Licensed Products by you or any third party, (B) your combination, operation, or use of the Licensed Software with any software, hardware, product or apparatus installed in your application environment following the installation of the Licensed Software, (C) your use of any third party that Licensee’s use software other than in accordance with the license agreement for such third party software, or (D) any act or omission by you which is a breach by you of the Intellectual Property pursuant to any of your obligations under this Agreement, including the marketing, sale and/or distribution of the Licensed Processes and . If Licensor reasonably believes that the Licensed Products in any Field of Use in the Territoryinfringe a copyright or patent, infringes upon or violates a valid intellectual property right or represents a misappropriation of misappropriate a trade secret of a third party, then Licensor, within its sole and absolute discretion, may (i) acquire the right for you to continue to use the Licensed Products upon the terms of this License Agreement; provided(ii) modify the Licensed Products to avoid or correct the infringement; (iii) replace the Licensed Products; or (iv) terminate this License Agreement and refund to you an equitable portion of the license fees paid to Licensor for the infringing Licensed Products. Upon such termination you will immediately discontinue to use, however, that: (1) Licensee shall have promptly provided Licensor with written notice thereof and reasonable cooperation, informationremove from your system, and assistance in connection therewith; (2) return to Licensor shall have sole control and authority with respect to the defense, settlement, or compromise thereof (such Licensed Products as provided in all cases Licensor shall act reasonably in good faith and in the best interests of Licensee, and Licensor shall not take any actions or enter into any settlements or other arrangements that impose any obligations or liabilities, financial or otherwise, upon Licensee without Licensee's prior written consent); (3Section 12(e) this indemnity shall not apply if such damage, liability, cost or expense results solely from, or is caused solely by, an intentional tortuous act or the gross negligence of Licensee; and (4) this indemnity shall not apply if such forgoing, Licensor’s indemnity obligations set forth in this paragraph shall not apply if such damage, liability, cost or expense results solely from any Licensee modifications to the Intellectual Property, Licensed Products, and/or Licensed Processes. Licensee shall have the right to be kept informed of the status and progress of all such actions undertaken by Licensor pursuant to this sectionbelow.