By JNBridge Sample Clauses

By JNBridge. (a) JNBridge shall indemnify, defend, and hold harmless Licensee and its officers, directors, employees, representatives and agents (collectively, “Licensee Indemnitees”) from and against any third party claim or action brought against any Licensee Indemnitee to the extent such claim or action shows that the Software (when used by Licensee in accordance with this Agreement) infringes or misappropriates any third party copyright, trademark or trade secret or that JNBridge knowingly infringed any third party U.S. patent in the development of the Software. JNBridge shall pay all settlements entered into and damages awarded against any Licensee Indemnitee (including reasonable attorneys’ fees) to the extent based on such a claim or action. The foregoing obligations are conditioned on Licensee (i) notifying JNBridge promptly in writing of such action, (ii) giving JNBridge sole control of the defense thereof and any related settlement negotiations, and (iii) cooperating and, at JNBridge’s request and expense, assisting in such defense.
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By JNBridge. (a) JNBridge shall indemnify, defend, and hold harmless Licensee and its officers, directors, employees, representatives and agents (collectively, “Licensee Indemnitees”) from and against any third party claim or action brought against any Licensee Indemnitees to the extent that such claim or action shows that JNBridge knowingly infringed any third party copyright or trademark, or misappropriated any third party trade secret or other proprietary right; and JNBridge shall pay all settlements entered into and damages awarded against such party (including reasonable attorneys’ fees) to the extent based on such claim or action. The foregoing obligations are conditioned on Licensee notifying JNBridge promptly in writing of such action, Licensee giving JNBridge sole control of the defense thereof and any related settlement negotiations, and Licensee cooperating and, at JNBridge’s request and expense, assisting in such defense.

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