Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. Licensee agrees to indemnify, defend, and hold Licensor harmless from and against any and all claims (including those for personal injury or death), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and defend Licensor and hold Licensor harmless from any damages and against any and all claims liabilities (including those for personal injury or deathreasonable attorneys' fees and costs), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigationa) arising out from any breach of Licensee's warranties and representation as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects or attributable failures to perform of the gross negligence, willful misconduct Licensed Products or violation of law of any product liability claims or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20.

Indemnification by Licensee. Licensee agrees to indemnify, defend, indemnify and hold harmless Licensor harmless and its Affiliates from and against any and all claims (including those for personal injury or death)claims, liabilities, losses, suits, damages, obligationsactions or proceedings (including, liabilities without limitation, any attorneys’ fees and costs and expenses (each, a “Loss”) brought by third parties (including attorneys’ and other professional fees and other costs any End User) resulting from or relating to any of litigation) arising out the following except if any of or attributable the following relate to the gross negligence, willful misconduct or violation negligence of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Products.Licensor:

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, and hold Licensor harmless from and against any and all claims (including those for personal injury or death), losses, damagesliabilities, claims, obligations, liabilities costs and costs (expenses, including but not limited to reasonable attorneys’ and other professional fees and other costs ' fees, suffered or incurred by Licensor as the result of litigation) arising out the inaccuracy of any representation or attributable to the gross negligence, willful misconduct or violation of law of or warranty made by Licensee in performance this Agreement, or the breach by Licensee of any of its covenants or obligations under this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify Licensor and hold Licensor harmless from any damages and against any and all claims liabilities (including those for personal injury or deathreasonable attorneys' fees and costs), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigationa) arising out of any alleged defects or attributable failures to perform of the gross negligence, willful misconduct Licensed Products or violation of law of any product liability claims or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale use of the Licensed Products; and (b), any claims arising out of advertising, distribution or marketing of the Licensed Products, excluding in each case any claims for which Licensor is liable under Paragraph 15.0 above.

Indemnification by Licensee. Licensee agrees to indemnifyshall indemnify Licensor against all liability, defend, and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesloss, damages, obligations, liabilities and costs (including attorneys’ and or other professional fees and other costs expenses incurred or suffered by Licensor as a result of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or use by Licensee (or on its behalf or authority) of the Intellectual Property Rights held by Licensor without Licensor’s consent, for any purpose other than as set out in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. The Licensee agrees to indemnify, shall defend, indemnify and hold the Licensor harmless from and against any and all claims (including those for personal injury or death)claims, liabilities, judgments, penalties, losses, damagescosts, obligations, liabilities damages and costs expenses (including attorneys’ reasonable legal and other professional fees and other costs whether or not litigation is instituted) suffered or incurred by the Licensor by reason of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or any breach by Licensee in performance of its obligations representations, covenants or warranties under this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligations, liabilities and costs (including reasonable attorneys’ ' fees), judgments and other professional fees and other costs liabilities of litigationany kind or nature: (a) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or breach by Licensee in performance of any of its obligations covenants under this Agreement, and ; or (b) arising out of any actual or alleged defect in particular the manufacture or sale of the Licensed Productsa Product.

Indemnification by Licensee. Licensee agrees to indemnify, defend, indemnify and hold harmless Licensor harmless and its officers and employees from and against any and all claims costs, expenses (including those for personal injury or deathattorneys' fees), losses, liabilities, damages, obligationsand settlements that Licensor may incur as a result of a suit or claim based on Licensee's marketing, liabilities and costs (including attorneys’ and other professional fees and other costs demonstration, and/or distribution of litigation) arising out the Technology, if Licensee's combination or modification of or attributable the Technology is such as to cause the Technology to infringe on the proprietary rights of a third party where the Technology provided to the gross negligenceLicensee as provided by Licensor absent such combination or modification would not so infringe, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Products.provided that Licensor:

Indemnification by Licensee. Licensee agrees to indemnify, defend, indemnify and hold harmless Licensor harmless from and against any and all claims (claims, liabilities, costs, damages and expenses, including those for personal injury or death), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional attorney's fees and other costs of litigationcourt costs, incurred by Licensor in connection with or arising from (a) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or any breach by Licensee in performance of any of its obligations under covenants contained in this Agreement, and (b) any breach of any representation or warranty of Licensee contained in particular the manufacture or sale of the Licensed Productsthis Agreement.

Indemnification by Licensee. The Licensee agrees to indemnifyshall indemnify the Licensor, defend, its agents and assigns and hold Licensor each of them harmless from and against any and all claims (including those for personal injury or death)claims, demands, losses, damages, obligationsliabilities, liabilities costs and costs expenses (including reasonable attorneys’ and other professional fees and other costs of litigation' fees) arising out of or attributable to by reason of any breach by the gross negligence, willful misconduct or violation Licensee of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale any of the Licensed Products.representations, warranties or arrangements made by it hereunder

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligations, liabilities and costs (including reasonable attorneys’ ' fees), judgments and other professional fees and other costs liabilities of litigationany kind or nature: (a) arising out of the breach by Licensee of any of its covenants under this Agreement; or (b) arising out of or attributable related to the gross negligenceuse, willful misconduct development, manufacturing or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale marketing of the Products, Know-how or Licensed ProductsPatents, including but not limited to, product liability claims.

Indemnification by Licensee. Licensee agrees to shall indemnify, defenddefend and hold harmless Licensor, and hold its officers, directors, employees and agents, from any Costs incurred by Licensor harmless that may arise as a result of any action, causes, claims, demands or proceedings arising from and against or related to any and all action or failure to act on the part of Licensee. Licensor shall give Licensee prompt notice of any such actions, claims (including those for personal injury or death), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreementproceedings, and information in particular the manufacture possession of Licensor that is reasonably required for the defense of such actions, claims or sale of the Licensed Productsproceedings.

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, defend and hold Licensor harmless Licensor, its trustees, officers, agents and employees from and against any and all claims (including those for personal injury or death), losses, damages, obligations, liabilities costs and costs expenses (including reasonable attorneys’ and other professional fees and other costs of litigationfees) arising out of or attributable third party claims brought against Licensor relating to the gross negligencemanufacture, willful misconduct sale, licensing, distribution or violation use of law Licensed Products by or on behalf of Licensee or its Affiliates, except to the extent involving or relating to a material breach by Licensee in performance Licensor of its obligations under this Agreement, representations and in particular the manufacture or sale of the Licensed Productswarranties.

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, defend and hold Licensor and each of its affiliates, and each of Licensor’s and its affiliates officers, directors, shareholders, agents and employees, harmless from and against any and all claims liability, loss, cost, expense (including those for personal injury or deathreasonable attorneys’ fees), lossesdamage, damagesor penalty of any kind, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out on account of or attributable to the gross negligence, willful misconduct or violation of law of or resulting from (i) any breach by Licensee in performance of its obligations under representations and warranties contained in Section 5.2 or (ii) any breach of any covenant contained in this Agreement, and in particular the manufacture or sale . Table of the Licensed Products.Contents

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify Licensor and hold Licensor harmless from any damages and against any and all claims liabilities (including those for personal injury or death), losses, damages, obligations, liabilities and costs (including reasonable attorneys’ and other professional ' fees and other costs of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Products.costs):

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, defend and hold Licensor and each of its affiliates, and each of Licensor's and its affiliates officers, directors, shareholders, agents and employees, harmless from and against any and all claims liability, loss, cost, expense (including those for personal injury or deathreasonable attorneys' fees), lossesdamage, damagesor penalty of any kind, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out on account of or attributable to the gross negligence, willful misconduct or violation of law of or resulting from (i) any breach by Licensee in performance of its obligations under representations and warranties contained in Section 5.2 or (ii) any breach of any covenant contained in this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. Licensee agrees to shall indemnify, defenddefend and hold harmless Licensor, and hold Licensor harmless their officers, directors, employees, and agents (“Indemnified Parties”) from and against any and all claims (including those for personal injury made or death)threatened by any third party and all Damages, losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising to the extent such Damages arise out of or attributable relate to (a) Licensee’s breach of the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations assumed under this Agreement, and in particular the manufacture or sale (b) an infringement or related claim that unauthorized modification, combination or use of the Licensed ProductsLicensor Software made by Licensee.

Indemnification by Licensee. Licensee agrees to indemnify, shall defend, indemnify and hold harmless Licensor harmless from and any claim or suit brought against Licensor alleging that any and all claims (including those for personal injury Licensee Technology or death), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out of or attributable any Derivative Product containing the intellectual property created by Licensee infringes any third party’s Intellectual Property Rights to the gross negligenceextent that such claim or suit arises from the acts of Licensee, willful misconduct its employees, agents or violation of law of representatives, including, without limitation, such parties’ actions in modifying, marketing, Distributing, exporting or by supporting XXXXXX, Derivative Products, iTrax or any part thereof or the Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. Licensee hereby agrees to indemnify, defend, defend and hold Licensor and its Representatives harmless from and against any and all claims (including those for personal injury Damages resulting from Claims brought by a third party against Licensor or death)its Representatives resulting directly or indirectly from Licensee’s Development, lossesCommercialization, damagesmanufacture, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture use or sale of the Licensed Products, except to the extent such Damages are subject to indemnification by Licensee pursuant to Section 10.1.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligations, liabilities and costs (including reasonable attorneys’ ' fees), judgments and other professional fees and other costs liabilities of litigationany kind or nature (a) arising out of the breach by Licensee of any of its covenants under this Agreement or (b) arising out of or attributable related to the gross negligenceuse, willful misconduct development, manufacturing or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale marketing of the Products, Licensed ProductsTrademarks, Know-how or Licensed Patents, including but not limited to, product liability claims.

Indemnification by Licensee. Licensee agrees to indemnify, defend, indemnify and hold harmless Licensor harmless from and against any and all claims claims, liabilities or losses (including those for personal injury or death), losses, damages, obligations, liabilities and costs (including reasonable attorneys’ and other professional ' fees and other costs of litigationexpenses) arising out of or attributable related to the gross negligence, willful misconduct or violation use of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale any of the Licensed Products.Marks in connection with any Licensed Services or as Licensee’s corporate name, except any claim for which Licensor would indemnify Licensee under Section VII.B.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs reasonable attorneys'.fees), judgments -and liabilities of litigationany kind or nature: (a) arising out of or attributable to any third party claim of the gross negligence, willful misconduct or violation of law of or breach by Licensee in performance of any of its obligations warranties, representations and covenants under this Agreement, and ; or (b) arising out of any actual or alleged defect in particular the manufacture or sale of the Licensed Productsa Product.

Indemnification by Licensee. Licensee agrees to indemnify, shall defend, indemnify and hold Licensor Licensor, its Affiliates, and its and their respective officers, directors, members, partners, employees and agents harmless from and against any and shall pay all claims losses, damages (including those for personal injury or deathconsequential damages), lossesfees, damages, obligations, liabilities expenses and costs (including reasonable attorneys’ and other professional fees and other costs of litigation' fees) incurred by them related to or arising out of (i) any act or attributable to the gross negligence, willful misconduct or violation omission of law of or by Licensee in performance connection with Licensee's manufacturing and sale of the Products; or (ii) Licensee's breach of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Productscovenants hereunder.

Indemnification by Licensee. Licensee agrees to indemnify, defend, and hold Licensor harmless from and at its own expense to defend or settle any claim, suit, action, or proceeding brought against Licensor by any and all claims (including those for personal injury or death), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out of or attributable third party to the gross negligenceextent that such claim, willful misconduct suit, action or violation proceeding is based on any act or omission of law of or by Licensee in performance using the Programs. Licensor's indemnification of its obligations under this Agreement, and Licensee for third party claims is set forth in particular the manufacture or sale of the Licensed ProductsSection 9 above.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify defend and hold harmless Licensor harmless from and against any and all claims (including those for personal injury or death)claims, lossesactions, damages, obligations, liabilities losses, liabilities, costs and expenses of which Licensor gives Licensee notice pursuant to Section 10.4(a) on or before June 30, 2003 (including reasonable attorney's fees and costs (including attorneys’ and other professional fees of collection and other costs of litigationdefense) (collectively, "Damages") incurred or suffered arising out of from or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Products.connection with: