By INSYNQ. INSYNQ agrees to defend, indemnify and hold ELECTRONIC REGISTRY SYSTEMS, INC. harmless from any liability or expense paid to third parties (including without limitation reasonable attorneys' fees) incurred by ELECTRONIC REGISTRY SYSTEMS, INC. as a result of any judgment or adjudication against ELECTRONIC REGISTRY SYSTEMS, INC. or final settlement arising from any claim that the Services or Documentation under ordinary use and when used within the scope of this Agreement, infringe any United States copyright, patent (issued as of the Effective Date), trademark, or trade secret of any third party; provided that ELECTRONIC REGISTRY SYSTEMS, INC. provides INSYNQ with (a) prompt written notice of such claim; (b) promptly tenders to INSYNQ sole control over the defense and settlement of such claim at INSYNQ's expense and with INSYNQ's choice of counsel; and (c) full information and reasonable assistance to defend and/or settle such claim. ELECTRONIC REGISTRY SYSTEMS, INC. may not settle any such claim without INSYNQ's prior written consent. In the event that the Services or Documentation, or any part of any of the foregoing, is held, or in INSYNQ's Sole opinion, may be held to constitute an infringement, INSYNQ, at its option and expense, may either (x) modify the Services or Documentation so they become non-infringing; (y) procure for ELECTRONIC REGISTRY SYSTEMS, INC. a license to use the infringing materials; or (z) accept the return of the Services and Documentation and return to ELECTRONIC REGISTRY SYSTEMS, INC. all unamortized portions of amounts actually received from ELECTRONIC REGISTRY SYSTEMS, INC. for the infringing Services using a five year straight line depreciation commencing from the Effective Date.
By INSYNQ. InsynQ hereby agrees to indemnify, defend, and hold harmless Aptus from and against liabilities, obligations, losses, damages, injuries, claims, demands, penalties, costs and expenses (including reasonable attorneys' fees) of whatever kind and nature imposed or asserted against Aptus resulting from any third party claim, demand, or suit asserted or instituted against Aptus and arising out of or related to the relationship between the parties under this Agreement, insofar as such third party claim, demand or suit is based in whole or in part on (i) a breach of InsynQ's warranties and covenants hereunder; (ii) any inaccuracy, omission, error, defect or mistake in any information concerning the Application Hosting Services furnished by InsynQ to Aptus hereunder that Aptus transmits to Aptus Customers or Sub-Marketers; (iii) an error or failure in the Application Hosting Services, other than errors or failures in or caused by the Aptus Products; or (iv) an allegation that the Application Hosting Services or any Application infringes upon a patent, copyright, trademark or other proprietary right of a third party, or misappropriates a third party's trade secrets. InsynQ's obligations under this Section 9.1 are subject to the conditions that InsynQ be given: (a) prompt notice by Aptus by telegram, fax transmission or telex (with confirming notification by regular mail) of the initiation or existence of any claim, demand or suit; (b) full opportunity to defend, compromise or settle the same as InsynQ may see fit (provided that Aptus may participate in such defense at its expense); and (c) every reasonable assistance from Aptus which InsynQ may, in its discretion, require in responding to any such demand or claim or defending any such suit. 9.2.
By INSYNQ. InsynQ hereby agrees to indemnify, defend, and hold harmless CASTALINK from and against liabilities, obligations, losses, damages, injuries, claims, demands, penalties, costs and expenses (including reasonable attorneys' fees) of whatever kind and nature imposed or asserted against CASTALINK resulting from any third party claim, demand, or suit asserted or instituted against CASTALINK and arising out of or related to the relationship between the parties under this Agreement, insofar as such third party claim, demand or suit is based in whole or in part on (i) a breach of InsynQ's warranties and covenants hereunder; (ii) any inaccuracy, omission, error, defect or mistake in any information concerning the Application Hosting Services furnished by InsynQ to CASTALINK hereunder that CASTALINK transmits to CASTALINK Customers or Sub-Marketers; (iii) an error or failure in the Application Hosting Services, other than errors or failures in or caused by the CASTALINK Products; or (iv) an allegation that the Application Hosting Services or any Application infringes upon a patent, copyright, trademark or other proprietary right of a third party, or misappropriates a third party's trade secrets. InsynQ's obligations under this Section 9.1 are subject to the conditions that InsynQ be given:
By INSYNQ. INSYNQ agrees to defend, indemnify and hold MPO harmless from any liability or expense paid to third parties (including without limitation reasonable attorneys' fees) incurred by MPO as a result of any judgment or adjudication against MPO or final settlement arising from any claim that the Services or Documentation under ordinary use and when used within the scope of this Agreement, infringe any United States copyright, patent (issued as of the Effective Date), trademark, or trade secret of any third party; provided that MPO provides INSYNQ with (a) prompt written notice of such claim; (b) promptly tenders to INSYNQ sole control over the defense and settlement of such claim at INSYNQ's expense and with INSYNQ's choice of counsel; and (c) full information and reasonable assistance to defend and/or settle such claim. MPO may not settle any such claim without INSYNQ's prior written consent. In the event that the Services or Documentation, or any part of any of the foregoing, is held, or in INSYNQ's sole opinion, may be held to constitute an infringement, INSYNQ, at its option and expense, may either (x) modify the Services or Documentation so they become non-infringing; (y) procure for MPO a license to use the infringing materials; or (z) accept the return of the Services and Documentation and return to MPO all unamortized portions of amounts actually received from MPO for the infringing Services using a five year straight line depreciation commencing from the Effective Date.
By INSYNQ. INSYNQ agrees to defend, indemnify and hold VERACICOM harmless from any liability or expense paid to third parties, End Users, Licensees (including without limitation reasonable attorneys' fees) incurred by VERACICOM as a result of any judgement or adjudication against VERACICOM or final settlement arising from any claim that the Services or Documentation under ordinary use and when used within the scope of this Agreement, were not provided in accordance with this or any other INSYNQ Agreement, or infringe any United States copyright, patent (issued as of the Effective Date), trademark, or trade secret of any third party; provided that VERACICOM provides INSYNQ with (a) prompt written notice of such claim; (b) promptly tenders to INSYNQ sole control over the defense and settlement of such claim at INSYNQ's expense and with INSYNQ's choice of counsel; and (c) full information and reasonable assistance to defend and/or settle such claim. VERACICOM may not settle any such claim without INSYNQ's prior written consent. In the event that the Services or Documentation, or any part of any of the foregoing, is held, or in INSYNQ's sole opinion, may be held to constitute an infringement, INSYNQ, at its option and expense, may either (x) modify the Services or Documentation so they become non- infringing; (y) procure for VERACICOM a license to use the infringing materials.
