By CDI. CDI, its Affiliates and its Sublicensee(s) will, at all times during the Term of this Agreement and thereafter, indemnify, defend and hold harmless Century, its Affiliates and its Sublicensees, and their respective trustees, directors, officers, shareholders and employees against all liabilities, demands, damages, settlements, suits, claims, proceedings, costs and expenses, including legal expenses and reasonable attorney’s fees, arising out of or relating to (a) any material breach by CDI of any of its representations, warranties or obligations pursuant to this Agreement, or (b) the willful misconduct or grossly negligent acts of CDI or its Affiliates; excluding, in each case (a) and (b), any damages or other amounts for which Century has an obligations to indemnify CDI pursuant to Section 8.1, as to which damages or amounts each Party shall indemnify the other to the extent of their respective liability for such damages or amounts.
By CDI. CDI shall defend, indemnify and hold Client harmless against all costs and expenses, including reasonable attorney’s fees, associated with the defense or settlement of any claim that any of the Services or deliverables provided by CDI infringe any patent, copyright, trademark, trade secret or other intellectual property right, and CDI shall pay any judgments or settlements based on any such claims.
By CDI. Subject to and up to the Aggregate Limit, CDI will defend, indemnify, and hold harmless a Distributor Party from and against all damages, costs, liabilities, expenses (including reasonable attorneys' fees) and settlement amounts incurred in connection with any Claim to the extent the Claim is based (i) on the allegation that the Products infringe or violate the intellectual property rights of any third party; or (ii) relate to the warranty provided by CDI hereunder; provided that, (1) such Distributor Party promptly notifies CDI in writing of any Claim within 10 business days after such Distributor Party become aware of any such Claim or the potential that a third party may assert such a Claim; provided, however, that failure to give timely notice shall not affect the rights of such Distributor Party so long as the failure to give timely notice does not materially and adversely affect CDI's ability to defend such Claim against a third party; (2) CDI has sole control of the defense and all related settlement negotiations; provided it retains outside legal counsel reasonably acceptable to such Distributor Party, which consent shall not be unreasonably withheld; and (3) on CDI's request, such Distributor Party cooperates with and assists CDI in the defense of any such Claim or potential Claim. If however, CDI fails to assume control of the Claim or diligently defend or settle the same after receipt of notice from the Distributor Party of, and a reasonable opportunity to cure such failure, then such Distributor Party may assume control and settlement of the Claim at CDI's expense and without prejudicing such Distributor Party's rights hereunder. As used above, the term "Aggregate Limit" means the aggregate dollar amount of the Products bought by Distributor within the previous 12 month period prior to the date Distributor notified CDI of the Claim. Notwithstanding the above, CDI shall not have any obligation to indemnify such Distributor Party hereunder (a) for any settlement of the Claim made by such Distributor Party without CDI's written permission, or (b) if such Claim is based on, in whole or in part, the alteration of the Products not approved by CDI or the combination, operation, or use of the Products with devices, materials, parts, or software and documentation not supplied by CDI, or (c) any use of the Product which is not customary or in compliance with CDI' designs, specifications, instructions, User's Guide, or Exhibit B.
