By JNBridge Clause Samples
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.
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.
(b) If the Software becomes, or in the reasonable opinion of JNBridge may become, the subject of any claim of infringement, JNBridge may, at its option: (i) procure for Licensee the right to use the Software in accordance with the terms of this Agreement free of any liability; (ii) replace or modify the Software to make it non-infringing, provided that such replacement or modification remains functionally equivalent; or (iii) if neither (i) nor (ii) is commercially practicable, terminate this Agreement on at least 30 calendar days’ written notice to Licensee and refund Licensee the value of the infringing Software upon such termination, computed according to a 36 month straight-line amortization schedule beginning on the Effective Date. JNBridge shall not be liable for any costs or expenses incurred by Licensee in connection with any claim of infringement without its prior written authorization, provided that such exemption shall not apply if JNBridge fails to fulfill its obligations pursuant to the above in a timely manner.
(c) JNBridge shall have no obligation under this Section 17.1 as to any claim or action caused by: (i) any use, reproduction, or distribution of the Software not in accordance with this Agreement; (ii) the combination, operation or use of the Software with other software, hardware, equipment or data not furnished by JNBridge (whether furnished by Licensee or any third party), where the Software otherwise would...
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 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; and JNBridge shall pay all settlements entered into and damages awarded against such party (including reasonable attorneys’ fees) to the extent based on such a 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.