By GF. GF shall own all right, title and interest, including Intellectual Property Rights, in CDP IP that is solely invented by GF’s employees, contractors or agents (“GF CDP IP”).
By GF. GF represents and warrants that: (a) it has the right and authority to enter into this Agreement, and to fully perform its obligations hereunder; (b) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; and (c) GF owns, or possesses a valid and enforceable license to use, and has full power and authority to license or sublicense, as the case may be, all GF’s Intellectual Property Rights licensed or sublicensed to IM pursuant to this Agreement
By GF. GF agrees to defend, indemnify, and hold MC, and its officers, directors, agents, and employees (each an “MC Indemnified Party”), harmless against all costs, expenses, and losses (including reasonable attorneys’ fees and costs) incurred through or in connection with any claims of third parties against any MC Indemnified Party based on the content and operation of the Advertising sold by GF and displayed on the MC Site, or the violation of any third-party intellectual property rights by any content or other materials displayed on the MC Site, and any breach of any representation or warranty made in this Agreement, provided, however, that MC: (i) promptly notifies GF in writing of the claim, except that any failure to provide this notice promptly only relieves GF of its responsibility pursuant to this Section 6.2 to the extent its defense is materially prejudiced by the delay; (ii) grants GF sole control of the defense and/or settlement of the claim; and (iii) provides GF, at GF’s expense, with all assistance, information and authority reasonably required for the defense and/or settlement of the claim, but in a manner consistent with MC’s respective confidentiality obligations and preservation of attorney/client, work product, and other privileges.
