Common use of Licensor Indemnification Clause in Contracts

Licensor Indemnification. a) Licensee shall indemnify, defend, and hold Licensor, and Licensor agents, officials and employees harmless from all third-party claims, demands, suits, actions, proceedings, losses, liabilities, damages, awards, and costs (including reasonable attorneys’ fees and expenses), which may be brought or made against Licensee, or their agents, officials, or employees and arising out of or related to any of the following (each an indemnifiable loss): i) Personal injury, death or tangible property damage caused by any alleged act, omission, error, fault, mistake or negligence of Licensor, its employees, agents, or representatives in connection with Licensor’s performance under or related to the Agreement. ii) Any willful or grossly negligent act or omission by Licensor that constitutes a material breach of the Agreement, including any breach of warranty. iii) Claims that the Software or its use infringes or violates any patent, copyright, trademark, trade secret, or other proprietary right of a third party. b) Licensee will notify Licensor with 30 days in writing via registered mail of any action, Licensee will timely notify Licensor in writing of any action, claim or demand of which Licensee becomes aware and which Licensee reasonably expects to result in an indemnifiable loss. Licensor’s obligation under this section does not extend to any indemnifiable loss to the extent caused by: i) The negligence or willful misconduct of Licensee, or their agents, officials or employees; or ii) Licensee’s modification of Licensor’s software where the unmodified version of the software would not cause an indemnifiable loss.

Licensor Indemnification. a) Licensor shall defend (with counsel reasonably acceptable to Licensee), indemnify and hold harmless Licensee shall indemnifyand each of its officers, defenddirectors, employees, agents and affiliates, and hold Licensoreach of their successors and assigns (collectively, the “Licensee Indemnified Parties”) from and Licensor agentsagainst any damages, officials and employees harmless from all third-party claims, demandslawsuits, suits, actions, proceedings, lossescauses of action, liabilities, damagescosts, awards, obligations and costs expenses (including reasonable attorneys’ fees and expenses), which may be brought or made against Licensee, or their agents, officials, or employees and court costs) arising out of or related to any of the following (each an indemnifiable loss): i) Personal injury, death or tangible property damage caused by any alleged act, omission, error, fault, mistake or negligence of Licensor, its employees, agents, or representatives in connection with Licensor’s performance under or related to the Agreement. ii) Any willful or grossly negligent act or omission by Licensor that constitutes a material breach of the Agreement, including any breach of warranty. iiiits representations or warranties or any claim or allegation (whether or not proven) Claims by any third party that the Software Patents, Proprietary Property or its Intellectual Property or Licensee’s use of the Patents, Proprietary Property or Intellectual Property pursuant to this Agreement, including, without limitation, the marketing, sale and/or distribution of the Licensed Products and the Licensed Processes in any Field of Use in the Territory, infringes upon or violates any patent, copyright, trademark, an intellectual property right or represents a misappropriation of a trade secret, or other proprietary right secret of a third party. b; provided, however, that: (i) Licensee will notify shall have promptly provided Licensor with 30 days written notice thereof and reasonable cooperation, information, and assistance in writing via registered mail connection therewith; (ii) 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 actionactions or enter into any settlements or other arrangements that impose any obligations or liabilities, financial or otherwise, upon Licensee will timely notify Licensor in writing of any action, claim or demand of which Licensee becomes aware and which Licensee reasonably expects to result in an indemnifiable loss. Licensor’s obligation under without Licensee's prior written consent); (iii) this section does indemnity shall not extend to any indemnifiable loss apply to the extent such damage, liability, cost or expense results solely from, or is caused solely by: i) The , an intentional tortuous act or the gross negligence or willful misconduct of Licensee; and (iv) this indemnity shall not apply to the extent such damage, liability, cost or their agentsexpense results solely from any modifications to the Intellectual Property, officials or employees; or ii) Licensed Products, and/or Licensed Processes made solely by Licensee’s modification of , unless such modifications have received written approval by Licensor’s software where . Licensee shall have the unmodified version right to be kept informed of the software would not cause an indemnifiable lossstatus and progress of all such actions undertaken by Licensor pursuant to this Section and to participate in any such actions.