Common use of COREL INDEMNIFICATION Clause in Contracts

COREL INDEMNIFICATION. If notified promptly in writing of any action (and all prior related claims) brought against Distributor by Customers, relating to the Software, Merchandise and/or Technical Support Products, COREL will defend that action at its expense and will pay the costs (including reasonable attorney's fees) and damages finally awarded against Distributor in the action, provided: that Distributor provides COREL with prompt written notice of such claim(s); that COREL shall have sole control of the defense of any such action and all negotiations for its settlement or compromise; that Distributor, and where applicable, those for whom Distributor is in law responsible, cooperate fully with COREL in its defense of the action, at COREL's expense; and that COREL shall have no liability to the extent the action results from (i) the use of the Software for purposes or in an environment for which it was not designed; (ii) modification of the Software, Merchandise and/or Technical Support Products; (iii) distribution of any Software, Merchandise and/or Technical Support Products by Distributor after COREL's notice to Distributor that it should cease distribution of such Software, Merchandise and/or Technical Support Products; or (iv) breach by Distributor of the terms and conditions of this Agreement.

Appears in 4 contracts

Samples: Electronic Distributor Agreement (Shopnow Com Inc), Electronic Distributor Agreement (Shopnow Com Inc), Electronic Distributor Agreement (Shopnow Com Inc)

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