By Qualys Sample Clauses

By Qualys. Subject to Section 11(b) below, and to the extent permitted under 28 USC §516, Qualys will defend, indemnify, and hold harmless Customer from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees) finally awarded to the extent arising from any claim brought against Customer by a third party alleging that the Cloud Services infringes a third party’s U.S. intellectual property right (“Claim”); provided that (i) Customer promptly notifies Qualys in writing of its notification of a Claim such that Qualys is not prejudiced by any delay of such notification; (ii) to the extent permitted under 28 USC §516, Qualys will have sole control over the defense and any settlement of such Claim; and (iii) Customer will provide reasonable assistance in the defense of same. Qualys will reimburse Customer for reasonable expenses incurred in providing such assistance. Qualys shall not enter into any such settlement agreement which imposes an obligation on Customer without Customer’s prior written consent which shall not be unreasonably withheld or delayed. Customer may participate in the defense or settlement of a Claim with counsel of its own choosing and at its own expense, however, Customer shall not enter into any settlement agreement or other settle any such Claim without Qualys’s prior written consent.
Sample 1
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