Common use of Confidentiality and indemnification Clause in Contracts

Confidentiality and indemnification. 7.1 The Licensee undertakes that it shall keep (and it shall procure that its respective directors and employees keep) secret and confidential all know-how relating to the Licensed Technologies and any information (whether or not technical) of a confidential nature to the Licensor communicated to it by the Licensor, either preparatory to, or as a result of, this agreement, and shall not disclose the same or any part of the same to any person other than its directors or employees directly or indirectly concerned in the development of projects, provided that, before any such disclosure takes place, the Licensee shall procure that each of the directors and employees concerned shall execute a confidentiality undertaking with the Licensor in a form approved by the Licensor, such approval not to be unreasonably withheld. 7.2 The provisions of clause 7.1 shall not apply to such know-how and information as the Licensee: (a) can prove to have been in its possession at the date of receipt, or which becomes public knowledge otherwise than through a breach of an obligation of confidentiality owed (whether directly or indirectly) to the Licensor; or (b) is necessarily disclosed as a result of the marketing of, developing or management of any project. 7.3 The Licensee shall, at the request of the Licensor but at the expense of the Licensee, take such steps as the Licensor may require to enforce any confidentiality undertaking given by a director or employee of the Licensee including, in particular but without limitation, the initiation and prosecution of any legal proceedings and the enforcement of any judgment obtained. All such steps to be taken by the Licensee shall be taken as expeditiously as possible and the Licensee agrees that, in respect of its obligation to enforce confidentiality undertakings, time shall be of the essence in complying with the requirements of the Licensor. 7.4 The provisions of this clause 7 shall remain in force notwithstanding expiry or earlier termination of this agreement. 7.5 LICENSOR shall indemnify, defend and hold LICENSEE harmless from and against any and all Losses resulting from or arising out of the negligence or wilful misconduct of LICENSOR in the performance of its obligations under this Agreement. Without limiting the generality of the foregoing, LICENSOR shall indemnify, defend and hold LICENSEE harmless from and against any losses relating to product liability claims solely with respect to LICENSOR Products which may be purchased, designed, developed and manufactured solely and independently by LICENSOR. 7.6 LICENSEE shall indemnify, defend and hold LICENSOR harmless from and against any losses resulting from or arising out of the negligence of willful misconduct of LICENSEE in performing its obligations under this Agreement. Without limiting the generality of the foregoing, LICENSEE shall indemnify, defend and hold LICENSOR harmless from and against any losses resulting from any defect or deficiency with respect to any LICENSEE contribution which is the subject of the cooperative efforts pursuant to this Agreement. 7.7 A Party seeking indemnification (the "Indemnified Party") pursuant to this Section shall notify, in writing, the other Party (the "Indemnifying Party") within fifteen (15) days of the assertion of any claim or discovery of any fact upon which the Indemnified Party intends to base a claim for indemnification. An Indemnified Party's failure to so notify the Indemnifying Party shall not, however, relieve the Indemnifying Party from any liability under this Agreement to the Indemnified Party with respect to such claim except to the extent that such Indemnifying Party is actually denied, during the period of delay in notice, or materially prejudiced with respect to, the opportunity to remedy or otherwise mitigate the event or activity(ies) giving rise to the claim for indemnification and thereby suffers or otherwise incurs additional quantifiable damages as a result of such failure. The Indemnifying Party, while reserving the right to contest its obligations to indemnify hereunder, shall be responsible for the defense of any claim, demand, lawsuit or other proceeding in connection with which the Indemnified Party claims indemnification hereunder. The Indemnified Party shall have the right at its own expense to participate jointly with the Indemnifying Party in the defense of any such claim, demand, lawsuit or other proceeding, but with respect to any issue involved in such claim, demand, lawsuit or other proceeding with respect to which the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified Party hereunder, the Indemnifying Party shall have the right to select counsel, settle, try or otherwise dispose of or handle such claim, demand, lawsuit or other proceeding on such terms as the Indemnifying Party shall deem appropriate, subject to any reasonable objection of the Indemnified Party.

Confidentiality and indemnification. 7.1 The Licensee undertakes that it shall keep (and it shall procure that its respective directors and employees keep) secret and confidential all know-how relating to the Licensed Technologies and any information (whether or not technical) of a confidential nature to the Licensor communicated to it by the Licensor, either preparatory to, or as a result of, this agreement, and shall not disclose the same or any part of the same to any person other than its directors or employees directly or indirectly concerned in the development of projects, provided that, before any such disclosure takes place, the Licensee shall procure that each of the directors and employees concerned shall execute a confidentiality undertaking with the Licensor in a form approved by the Licensor, such approval not to be unreasonably withheld. 7.2 The provisions of clause Clause 7.1 shall not apply to such know-how and information as the Licensee: (a) can prove to have been in its possession at the date of receipt, or which becomes public knowledge otherwise than through a breach of an obligation of confidentiality owed (whether directly or indirectly) to the Licensor; or (b) is necessarily disclosed as a result of the marketing of, developing or management of any project. 7.3 The Licensee shall, at the request of the Licensor but at the expense of the Licensee, take such steps as the Licensor may require to enforce any confidentiality undertaking given by a director or employee of the Licensee including, in particular but without limitation, the initiation and prosecution of any legal proceedings and the enforcement of any judgment obtained. All such steps to be taken by the Licensee shall be taken as expeditiously as possible and the Licensee agrees that, in respect of its obligation to enforce confidentiality undertakings, time shall be of the essence in complying with the requirements of the Licensor. 7.4 The provisions of this clause Clause 7 shall remain in force notwithstanding expiry or earlier termination of this agreement. 7.5 LICENSOR shall indemnify, defend and hold LICENSEE harmless from and against any and all Losses resulting from or arising out of the negligence or wilful misconduct of LICENSOR in the performance of its obligations under this Agreement. Without limiting the generality of the foregoing, LICENSOR shall indemnify, defend and hold LICENSEE harmless from and against any losses relating to product liability claims solely with respect to LICENSOR Products which may be purchased, designed, developed and manufactured solely and independently by LICENSOR. 7.6 LICENSEE shall indemnify, defend and hold LICENSOR harmless from and against any losses resulting from or arising out of the negligence of willful wilful misconduct of LICENSEE in performing its obligations under this Agreement. Without limiting the generality of the foregoing, LICENSEE shall indemnify, defend and hold LICENSOR harmless from and against any losses resulting from any defect or deficiency with respect to any LICENSEE contribution which is the subject of the cooperative efforts pursuant to this Agreement. 7.7 A Party seeking indemnification (the "Indemnified Party") pursuant to this Section shall notify, in writing, the other Party (the "Indemnifying Party") within fifteen (15) days of the assertion of any claim or discovery of any fact upon which the Indemnified Party intends to base a claim for indemnification. An Indemnified Party's failure to so notify the Indemnifying Party shall not, however, relieve the Indemnifying Party from any liability under this Agreement to the Indemnified Party with respect to such claim except to the extent that such Indemnifying Party is actually denied, during the period of delay in notice, or materially prejudiced with respect to, the opportunity to remedy or otherwise mitigate the event or activity(ies) giving rise to the claim for indemnification and thereby suffers or otherwise incurs additional quantifiable damages as a result of such failure. The Indemnifying Party, while reserving the right to contest its obligations to indemnify hereunder, shall be responsible for the defense of any claim, demand, lawsuit or other proceeding in connection with which the Indemnified Party claims indemnification hereunder. The Indemnified Party shall have the right at its own expense to participate jointly with the Indemnifying Party in the defense of any such claim, demand, lawsuit or other proceeding, but with respect to any issue involved in such claim, demand, lawsuit or other proceeding with respect to which the Indemnifying Party has acknowledged its obligation to indemnify the Indemnified Party hereunder, the Indemnifying Party shall have the right to select counsel, settle, try or otherwise dispose of or handle such claim, demand, lawsuit or other proceeding on such terms as the Indemnifying Party shall deem appropriate, subject to any reasonable objection of the Indemnified Party.