Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. Subject to Clause 12, the Licensor will indemnify and hold harmless the Licensee against all costs, expenses, losses and claims made against the Licensee as a result of any infringement of a third-party’s intellectual property rights arising from the Licensee’s or its Authorized User’s use of the Software. The Licensee must notify promptly the Licensor of the charge of infringement or of the legal proceeding, give the Licensor sole control of the defense and related settlement negotiations, and Licensee must provide the Licensor, at the Licensor’s expense, with reasonable assistance and information, but no cost or expense shall be incurred for the account of the Licensee without its prior written consent. If the Software becomes, or in the opinion of the Licensor may become, the subject of a claim of infringement of any third-party’s intellectual property rights, the Licensor may, at its option and at its discretion: (a) procure for the Licensee the right to use the Software free of any liability; (b) replace or modify the Software to make it non- infringing; or (c) refund any license Fees related to this Software paid by the Licensee. The foregoing states the sole liability of the Licensor and the exclusive Licensee remedy for any infringement of intellectual property rights by the Software or any other items provided by the Licensor under this XXXX.

Indemnification by Licensor. Subject to Clause 12Section 10, the Licensor will indemnify and hold harmless the Licensee against all costs, expenses, losses and claims made against the Licensee as a result of any infringement of a third-third party’s intellectual property rights arising from the Licensee’s or its Authorized User’s Users use of the Software. The Licensee must notify promptly the Licensor of the charge of infringement or of the legal proceeding, give the Licensor sole control of the defense and related settlement negotiations, and the Licensee must provide the Licensor, at the Licensor’s expense, with reasonable assistance and information, but no cost or expense shall be incurred for the account of the Licensee without its prior written consent. If the Software becomes, or in the opinion of the Licensor may become, the subject of a claim of infringement of any third-third party’s intellectual property rights, the Licensor may, at its option and at in its discretion: (a) procure for the Licensee the right to use the Software free of any liability; (b) replace or modify the Software to make it non- non-infringing; or (c) terminate immediately the Agreement and refund any license Fees related to this Software paid by the Licensee. The foregoing states the sole liability of the Licensor and the exclusive remedy of the Licensee remedy for any infringement of intellectual property rights by the Software or any other items provided by the Licensor under this XXXXthe Agreement.

Indemnification by Licensor. Subject to Clause 12, the Licensor will indemnify and hold harmless the Licensee against all costs, expenses, losses and claims made against the Licensee as a result of any infringement of a third-third- party’s intellectual property rights arising from the Licensee’s or its Authorized User’s use of the Software. The Licensee must notify promptly the Licensor of the charge of infringement or of the legal proceeding, give the Licensor sole control of the defense and related settlement negotiations, and Licensee must provide the Licensor, at the Licensor’s expense, with reasonable assistance and information, but no cost or expense shall be incurred for the account of the Licensee without its prior written consent. If the Software becomes, or in the opinion of the Licensor may become, the subject of a claim of infringement of any third-party’s intellectual property rights, the Licensor may, at its option and at its discretion: (a) procure for the Licensee the right to use the Software free of any liability; (b) replace or modify the Software to make it non- non-infringing; or (c) refund any license Fees related to this Software paid by the Licensee. The foregoing states the sole liability of the Licensor and the exclusive Licensee remedy for any infringement of intellectual property rights by the Software or any other items provided by the Licensor under this XXXX.

Indemnification by Licensor. Subject to Clause 12Section 10, the Licensor will indemnify and hold harmless the Licensee against all costs, expenses, losses and claims made against the Licensee as a result of any infringement of a third-third party’s intellectual property rights arising from the Licensee’s or its Authorized User’s Users use of the Software. The Licensee must notify promptly the Licensor of the charge of infringement or of the legal proceeding, give the Licensor sole control of the defense and related settlement negotiations, and Licensee must provide the Licensor, at the Licensor’s expense, with reasonable assistance and information, but no cost or expense shall be incurred for the account of the Licensee without its prior written consent. If the Software becomes, or in the opinion of the Licensor may become, the subject of a claim of infringement of any third-third party’s intellectual property rights, the Licensor may, at its option and at in its discretion: (a) procure for the Licensee the right to use the Software free of any liability; (b) replace or modify the Software to make it non- non-infringing; or (c) terminate immediately this Agreement and refund any license Fees related to this Software paid by the Licensee. The foregoing states the sole liability of the Licensor and the exclusive remedy of Licensee remedy for any infringement of intellectual property rights by the Software or any other items provided by the Licensor under this XXXXAgreement.

Indemnification by Licensor. Subject to Clause 12Section 10, the Licensor will indemnify and hold harmless the Licensee against all costs, expenses, losses and claims made against the Licensee as a result of any infringement of a third-third party’s intellectual property rights arising from the Licensee’s or its Authorized User’s Users use of the Software. The Licensee must notify promptly the Licensor of the charge of infringement or of the legal proceeding, give the Licensor sole control of the defense and related settlement negotiations, and the Licensee must provide the Licensor, at the Licensor’s expense, with reasonable assistance and information, but no cost or expense shall be incurred for the account of the Licensee without its prior written consent. If the Software becomes, or in the opinion of the Licensor may become, the subject of a claim of infringement of any third-third party’s intellectual property rights, the Licensor may, at its option and at in its discretion: (a) procure for the Licensee the right to use the Software free of any liability; (b) replace or modify the Software to make it non- infringing; or (c) terminate immediately the Agreement and refund any license Fees related to this Software paid by the Licensee. The foregoing states the sole liability of the Licensor and the exclusive remedy of the Licensee remedy for any infringement of intellectual property rights by the Software or any other items provided by the Licensor under this XXXXthe Agreement.

Indemnification by Licensor. Subject to Clause 12, the Licensor will indemnify and hold harmless the Licensee against all costs, expenses, losses and claims made against the Licensee as a result of any infringement of a third-third- party’s intellectual property rights arising from the Licensee’s or its Authorized User’s use of the Software. The Licensee must notify promptly the Licensor of the charge of infringement or of the legal proceeding, give the Licensor sole control of the defense and related settlement negotiations, and Licensee must provide the Licensor, at the Licensor’s expense, with reasonable assistance and information, but no cost or expense shall be incurred for the account of the Licensee without its prior written consent. If the Software becomes, or in the opinion of the Licensor may become, the subject of a claim of infringement of any third-party’s intellectual property rights, the Licensor may, at its option and at its discretion: (a) procure for the Licensee the right to use the Software free of any liability; (b) replace or modify the Software to make it non- non-infringing; or (c) refund any license Fees related to this Software paid by the Licensee. The foregoing states the sole liability of the Licensor and the exclusive Licensee remedy for any infringement of intellectual property rights by the Software or any other items provided by the Licensor under this XXXXEULA.