BY CSW Sample Clauses

BY CSW. In addition to the representations made in Section 8.1 and the warranties set forth in Section 7, CSW further represents and warrants that: (i) it has the right to grant the licenses set forth in this Agreement to Creative; (ii) use of any CSW Multimedia Products will not infringe any third party intellectual property rights; and (iii) the CSW Multimedia Products neither contain any technology, intellectual property, computer programs, or trade secrets that are not the sole property of CSW nor any viruses, debilitating features, subroutines, hidden instructions, commands or any operational and functional specifications of any nature other than as set forth in the specifications for such CSW Multimedia Products.
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BY CSW. CSW shall indemnify and hold harmless Creative against any and all liability, suits, claims, losses, government fines and penalties, damages and judgments, and shall pay all costs (including reasonable attorney s fees) and damages to the extent that such liability, costs or damages arise from: (i) a claim that any of the CSW Multimedia Products infringe any third party s Intellectual Property Rights; (ii) an allegation which, if true, would constitute a breach by CSW of any of its representations or warranties hereunder; (iii) any negligence by CSW, including its employees, agents, consultants, or contractors, that results in any harm or injury of any nature to a third party; and (iv) any claim, action, or dispute arising out of any sales, marketing, or other promotional commitments entered into between CSW and any third party relating to CSW Multimedia Products (including, without limitation, any agreements, arrangements or understandings, whether oral or written, between CSW and any third party relating to the distribution of any CSW Multimedia Products or other CSW products, including, without limitation, the arrangements with * of the Schedule of Exceptions attached as Exhibit B to the Purchase Agreement), except as such claim relates to any marketing, promotional or other materials or information provided to CSW by Creative. CSW, at its sole option, shall have the right to defend or settle any such action, or any part thereof brought against Creative arising from a claim as described herein has occurred. CSW s obligations under this Section 9.1 are conditioned upon Creative providing CSW with prompt notice of each such claim.
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Related to BY CSW

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