Common use of SOFTWARE INDEMNIFICATION Clause in Contracts

SOFTWARE INDEMNIFICATION. If Supplier will provide any software under the Contract, Supplier warrants that it has the full right to grant this entire license to ▇▇▇▇▇ University. At Supplier’s expense, Supplier shall hold harmless, indemnify, and defend ▇▇▇▇▇ University against any claim that any software or documentation provided to ▇▇▇▇▇ University by Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, ▇▇▇▇▇ University will: (i) give Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow Supplier to control, and will fully cooperate with Supplier in, the defense against such claim and all related negotiations. In the event such claims are raised against both ▇▇▇▇▇ University and Supplier, ▇▇▇▇▇ University may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations.