By eVS eVS shall indemnify and hold Sperry harmless against any claims, losses, damages, actions, amounts paid in settlement and expenses, including reasonable attorneys' fees and costs of investigation (other than amounts paid in settlement of any claim without eVS' consent) resulting in whole or in part from claims by third parties against Sperry for any alleged infringement, prior to the Transfer, of any license, patent or other proprietary rights of a third party as a result of the use or other exploitation of the Intellectual Property pursuant to the license granted under this Agreement; provided, that Sperry notifies eVS promptly in writing of any such claim. Sperry shall permit eVS, in its sole discretion, to defend, compromise or settle such claim and shall provide all information, assistance and authority to enable eVS to do so. Sperry shall have no authority to settle any claim on behalf of eVS. eVS shall have no liability for any claim of infringement based on the use or combination of the Intellectual Property with hardware, software or other materials or information not provided by eVS hereunder.
