Licensor’s Indemnity Clause Examples

Licensor’s Indemnity. Subject to clauses 10.1, 10.2 and 10.7, the Licensor indemnifies the Licensee against and will, at its cost, defend or settle any claim, suit, action or proceeding (collectively, an action) brought against the Licensee attributable to any breach of the warranty contained in clause 8.1 or a claim that the authorised use of the Data by the Licensee in accordance with this Agreement constitutes a breach of the Intellectual Property rights of a third party, provided that: (a) the Licensee notifies the Licensor promptly in writing of any action and gives the Licensor complete authority and information required for the conduct of the action and its defence, settlement or compromise; (b) the Licensee co-operates with the Licensor in defending or settling the action and makes its employees, agents distributors and End Users available to give such statements, advice and evidence as the Licensor may reasonably request; (c) the Licensee does not do, or omit to do, any act, including making any admissions, that would compromise the Licensor’s position in relation to defending or settling the action; and (d) the Licensee at the Licensor’s instructions: (i) amends its products and services to remove any material which is the subject of a claim that the Intellectual Property rights of a third party, or any provisions of the Privacy Act 1993, or any other applicable law relating to the protection of personal data, have been breached; and (ii) ensures that each End User also removes any such material from the Licensee’s products held by that End User.

Licensor’s Indemnity. (a) LICENSOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE LICENSEE GROUP FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, DAMAGES, LOSSES, AND LIABILITY (INCLUDING WITHOUT LIMITATION LITIGATION COSTS AND REASONABLE ATTORNEYS' FEES) ON ACCOUNT OF: (1) ANY BREACH OR VIOLATION OF LICENSOR'S REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT; (2) ANY CLAIMED OR ACTUAL INFRINGEMENT OR CONTRIBUTORY INFRINGEMENT OF PATENTS OR COPYRIGHTS RELATING TO OR ARISING FROM THE CTI SYSTEM OR ANY NANO REACTOR UNIT OR LICENSED REACTOR, OR FROM THE LICENSED TECHNOLOGY;

Licensor’s Indemnity. The second parenthetical in the first sentence of Section 15.1 of the Original Agreement is deleted in its entirety and replaced with the following: “(not including music performance and mechanical reproduction rights which are covered under Section 13.2 of this Schedule)” FCPA. It is the policy of Licensor to comply and require that its licensees comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2, and all other applicable anti-corruption laws (collectively, "FCPA"). Licensee represents, warrants and covenants that: (i) Licensee is aware of the FCPA and will advise all persons and parties supervised by it of the requirements of the FCPA; (ii) Licensee has not and will not, and to its knowledge, no one acting on its behalf has taken or will take any action, directly or indirectly, in violation of the FCPA; (iii) Licensee has not in the last 5 years been accused of taking any action in violation of the FCPA; (iv) Licensee has not and will not cause any party to be in violation of the FCPA; (v) should Licensee learn of, or have reason to know of, any request for payment that is inconsistent with the FCPA, Licensee shall immediately notify Licensor; and (vi) Licensee is not a "foreign official" as defined under the U.S. Foreign Corrupt Practices Act, does not represent a foreign official, and will not share any fees or other benefits of this contract with a foreign official. Licensee will indemnify, defend and hold harmless Licensor and its representatives for any and all liability arising from any violation of the FCPA caused or facilitated by Licensee. In the event Licensor deems that it has reasonable grounds to suspect Licensee has violated the FCPA, Licensor and its representatives shall have the right to review and audit, at Licensor's expense, any and all books and financial records of Licensee at any time, and Licensor shall be entitled partially or totally to suspend its performance hereunder until such time it is proven to Licensor's satisfaction that Licensee has not violated the FCPA. In the event Licensor determines, in its sole discretion (whether through an audit or otherwise), that Licensee has violated the FCPA, either in connection with the Agreement or otherwise, Licensor may terminate the Agreement immediately upon written notice to Licensee. Such suspension or termination of the Agreement shall not subject Licensor to any liability, whether in contract or tort or otherwise, to Licensee or any third part...

Licensor’s Indemnity. Licensor shall indemnify and hold harmless Licensee, each Operating Subsidiary and each of their respective owners, directors, officers, members, partners, shareholders, affiliates, employees, insurers, successors and assigns (collectively, the “Licensee Parties”) from any and all losses, liabilities, damages, fines, judgments, settlements, costs and expenses to the extent arising out of any third party claims or suits brought or made against Licensee alleging the use by Licensee of the Licensed Property as authorized by Licensor pursuant to this Agreement infringes third party intellectual property rights (a “Covered Claim”). Notwithstanding the foregoing, in no event shall Licensor have any obligations or liability under this Section 5.4 to the extent such Covered Claim is caused by or results from: (a) any items covered by Licensee’s indemnification obligations under Section 5.5; (b) Licensee’s modifications to the Licensed Property, which were conducted by the Licensee without the Licensor’s prior written approval; (c) Licensee’s combination or use (or any combination or use of the Licensed Property with any products, services, or other intellectual property of any kind not provided by Licensor; (d) Licensee’s or any of its affiliates’ (including, but not limited to, each Operating Subsidiary’s and each Branded Retail Store’s) unauthorized use of the Licensed Property; or (e) Licensee’s breach of this Agreement. Licensee shall provide Licensor with prompt written notice of any such Covered Claim and will provide reasonable cooperation and assistance to Licensor relative to any such Covered Claim. Licensor shall have the option to undertake and conduct the defense of any suit so brought. If Licensor undertakes such defense and Licensee nevertheless retains its own counsel to monitor such defense, Licensee shall be solely responsible for the fees and any other expenses related to such counsel.

Licensor’s Indemnity. Licensor shall indemnify, defend and hold harmless Licensee, its officers, directors, shareholders, employees, attorneys, accountants, parent and affiliate entities, agents and representatives against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorney's fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arise out of or relate to (a) any dispute or claim that the Technology infringes upon or violates any third party's Intellectual Property Rights under the laws of any country, (b) the negligent or willful acts or omissions of Licensor, and/or (c) Licensor's breach of any provision of this Agreement. Licensor shall have exclusive control over the settlement or defense of such claims or actions; provided, however, if Licensee determines that there would be a conflict of interest by Licensor's representation or such representation would otherwise adversely affect Licensee, Licensee has the right, at its expense, to participate and defend itself in such actions. Licensee shall give Licensor, at Licensor's expense, all information and assistance reasonably requested by Licensor to settle or defend such claims or actions. Licensor shall be entitled to retain all monetary proceeds, attorney's fees, costs and other rewards it receives as a result of defending or settling such claims. In the event Licensor fails to promptly indemnify and defend such claims and/or pay Licensee's expenses, as provided above, Licensee shall have the right to defend itself, and in that case, Licensor shall reimburse Licensee for all of its reasonable attorney's fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of Licensee's written requests. This Section 6.1 constitutes Licensor's exclusive liability for infringement or violation of any third party's Intellectual Property Rights.

Licensor’s Indemnity. Notwithstanding anything to the contrary contained in Section 21.A. above, Licensee shall not be required to protect, defend, save harmless or indemnify Licensor from any liability for injury, loss, accident or damage to any person or property resulting solely and directly from Licensors gross negligence or willful misconduct or that of Licensors agents or employees in connection with Licensors activities on or about the Premises, the Building or the Facility (including the common areas), Licensor hereby indemnifies and agrees to protect, defend and hold Licensee harmless from and against any liability for injury, loss, accident or damage to any person or property resulting solely and directly from Licensor's gross negligence or willful misconduct or that of Licensors agents and employees in connection with Licensors activities in or about the Building or the Facility. Such exclusion from Licensee's indemnity and such agreement by Licensor to so indemnify and hold Licensee harmless are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Licensee pursuant to the provisions of this Lease to the extent that such policies cover (or, if such policies would have been carried as required, would have covered) the result of gross negligence or willful misconduct of Licensor or those of its agents or employees.

Licensor’s Indemnity. Licensor shall at all times during the term of this Agreement and thereafter indemnify, defend and hold Licensee (and its directors, officers, employees, and Affiliates) harmless from and against any and all Damages incurred or suffered by Licensee (and its directors, officers, employees, and Affiliates) (excluding incidental or consequential Damages suffered or incurred by Licensee directly (as opposed to incidental or consequential Damages suffered or incurred by third parties who are, in turn, seeking the same from Licensee, which shall be covered by the indemnity set forth herein)) as a consequence of third party claims or actions based upon: (a) any breach of any representation or warranty made by Licensor in this Agreement; or (b) any failure to perform duly and punctually any covenant, agreement or undertaking on the part of Licensor contained in this Agreement. (c) infringements or claims of infringements in relation to the SHS on any intellectual property rights of any other person. (d) the design of the SHS.

Licensor’s Indemnity. Licensor shall pay and indemnify Licensee and each Subsidiary from and against all Damages which are solely attributable to use of the Licensed Marks by Licensor and licensees other than Licensee.

Licensor’s Indemnity. ‌ Subject to Section 7.14, to indemnify the Licensee, its agents, officers, directors, employees, contractors, parents, service providers, subsidiaries, successors and assigns (collectively, the “Licensee Indemnified Parties”) and save them harmless from and against all losses, claims, actions, damages, costs, liabilities and expenses (together the "Claims") in connection with loss of life, personal injury, damage to property (including any portion of the Building and its equipment, machinery, services, fixtures and Improvements) or any other loss or injury arising from or out of the conduct of any work by the Licensor, the provision of any service by the Licensor or any act or omission of the Licensor or those for whom the Licensor is at law responsible or by anyone permitted to be in the Building by the Licensor. If the Licensee is, without fault on its part, made a party to any litigation commenced by or against the Licensor, then the Licensor will protect, indemnify and hold the Licensee harmless and pay all expenses and reasonable legal fees incurred or paid by the Licensee in connection with such litigation.