Common use of Infringement Indemnification Clause in Contracts

Infringement Indemnification. (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without Balsamiq’s prior written consent; (iii) Balsamiq shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Balsamiq hereunder.

Infringement Indemnification. (a) Balsamiq Xxxxxxxx will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without Balsamiq’s prior written consent; (iii) Balsamiq shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq Xxxxxxxx agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq Xxxxxxxx and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Balsamiq hereunderXxxxxxxx xxxxxxxxx.

Infringement Indemnification. (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the Xxxxxxx Xxxxxxxxxx 9/17/12 3:22 PM License granted under this Agreement, infringes, violates, or misappropriates a Deleted: 5 – JULY patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without Balsamiq’s prior written consent; (iii) Balsamiq shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Balsamiq hereunder.

Infringement Indemnification. (a) Balsamiq 1. Hackolade will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at BalsamiqHackolade’s sole cost and expense, for any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq Hackolade promptly in writing of any such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without BalsamiqHackolade’s prior written consent; (iii) Balsamiq Hackolade shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq Hackolade with reasonable information and assistance, at BalsamiqHackolade’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq Hackolade agrees to pay all damages and costs incurred by Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq Hackolade and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Balsamiq Hackolade hereunder.

Infringement Indemnification. (a) Balsamiq Xxxxxxxx will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a VERSION 2.7 – DECEMBER 2014 4 Author 12/11/14 6:02 PM Deleted: 6 – SEPTEMBER 2012 patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without Balsamiq’s prior written consent; (iii) Balsamiq shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq Xxxxxxxx agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq Xxxxxxxx and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Balsamiq hereunderXxxxxxxx xxxxxxxxx.

Infringement Indemnification. (a) Balsamiq qUtopic will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at BalsamiqqUtopic’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq qUtopic promptly in writing of any such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without BalsamiqqUtopic’s prior written consent; (iii) Balsamiq qUtopic shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq qUtopic with reasonable information and assistance, at BalsamiqqUtopic’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq qUtopic agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq qUtopic and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Balsamiq qUtopic hereunder.

Infringement Indemnification. (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the 7/9/12 8:44 AM License granted under this Agreement, infringes, violates, or misappropriates a Deleted: 4 – JUNE patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without Balsamiq’s prior written consent; (iii) Balsamiq shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Balsamiq hereunder.

Infringement Indemnification. (a) Balsamiq Matrify will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at BalsamiqMatrify’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq Matrify promptly in writing of any such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without BalsamiqMatrify’s prior written consent; (iii) Balsamiq Matrify shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq Matrify with reasonable information and assistance, at BalsamiqMatrify’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq Matrify agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq Matrify and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Balsamiq Matrify hereunder.

Infringement Indemnification. (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a 6/6/12 9:37 AM Deleted: 0 – DECEMBER 2009 patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without Balsamiq’s prior written consent; (iii) Balsamiq shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Balsamiq hereunder.

Infringement Indemnification. (a) Balsamiq Red Hammer will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at BalsamiqRed Hammer’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the License granted under this Agreement, infringes, violates, or misappropriates a patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq Red Hammer promptly in writing of any such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without BalsamiqRed Hammer’s prior written consent; (iii) Balsamiq Red Hammer shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq Red Hammer with reasonable information and assistance, at BalsamiqRed Hammer’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq Red Hammer agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq Red Hammer and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Balsamiq Red Hammer hereunder.

Infringement Indemnification. (a) Balsamiq will defend, indemnify, hold Licensee and its directors, officers, employees and other agents (collectively, “Licensee Indemnitees”) harmless, at Balsamiq’s sole cost and expense, any action brought against any Licensee Indemnitee based upon the claim that the Product, if used within the scope of the Xxxxxxx Xxxxxxxxxx 6/6/12 9:34 AM License granted under this Agreement, infringes, violates, or misappropriates a Deleted: 3 – FEB patent, trademark, copyright, trade secret, or other intellectual property or proprietary right (“IP Claim”); provided, however, that: (i) Licensee shall notify Balsamiq promptly in writing of any such IP Claim; (ii) Licensee shall not enter into any settlement or compromise on any IP Claim without Balsamiq’s prior written consent; (iii) Balsamiq shall have sole control of any such action and settlement negotiations so long as there is no detriment or liability to Licensee; and (iv) Licensee shall provide Balsamiq with reasonable information and assistance, at Balsamiq’s request and sole cost and expense, necessary to settle, defend, indemnify or hold harmless such IP Claim. Balsamiq agrees to pay all damages and costs incurred Licensee attributable to such IP Claim. The foregoing states the sole liability of Balsamiq and the exclusive remedy of Licensee for any infringement of intellectual property rights by the Product or any other items provided by Balsamiq hereunder.