By NSI Clause Samples
By NSI. NSI shall indemnify and hold harmless NUSA, and each officer, director, employee and agent of NUSA, from and against any and all Liabilities and Claims which NSI has agreed to assume, pay, perform and discharge pursuant to the terms of this Agreement including: (i) all NSI Retained Liabilities; (ii) NSI's proportionate share of all Jointly Shared Liabilities; (iii) all Claims relating to or arising from such Liabilities; and (iv) all costs, expenses and obligations arising from, relating to or incurred in connection with such Liabilities and Claims.
By NSI. NSI shall defend and indemnify DISTRIBUTOR, and hold DISTRIBUTOR harmless, in connection with any and all claims, actions, proceeding, liabilities, judgments, damages, orders, losses, costs and expenses of any kind (including reasonable attorneys fees and legal costs) relating to infringement of any patent known to NSI, copyright or trade secret by the Licensed Software in the form provided by NSI to DISTRIBUTOR provided that (i) DISTRIBUTOR notifies NSI promptly upon learning that the claim might be asserted, (ii) NSI has sole control over the defense of the claim and any negotiations for its settlement or compromise, and (iii) DISTRIBUTOR takes no action that, in NSI’s judgment, impairs NSI’s defense of the claim. This indemnification obligation shall be effective only if: DISTRIBUTOR has made all payments required by the terms of this Agreement, DISTRIBUTOR has given prompt notice of the claim and permitted NSI an opportunity to defend, DISTRIBUTOR has reasonably cooperated in the defense of the claim, and the infringement does not result from DISTRIBUTOR’s modification of the Licensed Programs.
By NSI. NSI shall defend and indemnify VAR, and hold VAR harmless, in connection with any and all claims, actions, proceeding, liabilities, judgments, damages, orders, losses, costs and expenses of any kind (including reasonable attorneys fees and legal costs) relating to infringement of any patent known to NSI, copyright or trade secret by the Licensed Software in the form provided by NSI to VAR provided that (i) VAR notifies NSI promptly upon learning that the claim might be asserted, (ii) NSI has sole control over the defense of the claim and any negotiations for its settlement or compromise, and (iii) VAR takes no action that, in NSI’s judgment, impairs NSI’s defense of the claim. This indemnification obligation shall be effective only if: VAR has made all payments required by the terms of this Agreement, VAR has given prompt notice of the claim and permitted NSI an opportunity to defend, VAR has reasonably cooperated in the defense of the claim, and the infringement does not result from VAR’s modification of the Licensed Programs.
By NSI. NSI shall defend and indemnify VAR, and hold VAR harmless, in connection with any and all claims, actions, proceeding, liabilities, judgments, damages, * Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933. orders, losses, costs and expenses of any kind (including reasonable attorneys fees and legal costs) relating to infringement of any patent known to NSI, copyright or trade secret by the Licensed Software in the form provided by NSI to VAR provided that (i) VAR notifies NSI promptly upon learning that the claim might be asserted, (ii) NSI has sole control over the defense of the claim and any negotiations for its settlement or compromise, and (iii) VAR takes no action that, in NSI’s judgment, impairs NSI’s defense of the claim. This indemnification obligation shall be effective only if: VAR has made all payments required by the terms of this Agreement, VAR has given prompt notice of the claim and permitted NSI an opportunity to defend, VAR has reasonably cooperated in the defense of the claim, and the infringement does not result from VAR’s modification of the Licensed Programs.