CAERE'S' INDEMNITY Clause Samples

CAERE'S' INDEMNITY. (a) CAERE shall, at its own expense, defend Licensee against any third party claim, action, suit or proceeding, claiming that any Product furnished and used within the scope of this Agreement or the use, sale or other disposition thereof, infringes any U.S. copyright or U.S. patent right existing or issued as of the Effective Date. CAERE shall indemnify Licensee for all losses, damages and all reasonable expenses and costs incurred by Licensee as a result of a final judgment entered against Licensee in any such claim, action, suit or proceeding; provided that Licensee gives CAERE prompt written notice of any such claim, grants CAERE control of the defense and any settlement thereof, and reasonably cooperates with CAERE at CAERE's expense. (b) If the Products, in whole or in part, are or in CAERE's opinion may become, the subject of any claim, action, suit or proceeding for infringement of, or if it is judicially determined that the Products, in whole or in part, infringe any third party's U.S. copyright or U.S. patent right, or if the Product's use is enjoined, then CAERE may, at its option and expense: (1) procure for Licensee the right to continue the Product's sale and use; (2) replace or modify the Product so as not to infringe such third party's copyright or patent right while conforming, as closely as possible, to the Documentation, or (3) terminate this Agreement as to such Products. The foregoing remedial actions shall not affect the royalty rates and do not relieve CAERE from its obligations under Section 13.1(a)