Common use of Defense and Settlement Clause in Contracts

Defense and Settlement. If notified promptly in writing of any action (and all prior related claims) brought against Distributor alleging that Distributor's resale, distribution or other disposition of the Software and/or Merchandise under this Agreement infringes any valid copyright, trademark or United states or Canadian patent, COREL will defend that action at its expense and will pay the costs 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; and that COREL shall have no liability if (a) 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 and/or Merchandise by anyone other than COREL or bundling of the Software with Distributor Product(s); (iii) distribution of any Software and/or Merchandise or display or use of any COREL Xxxx after COREL's notice to Distributor that it should cease distribution or use of such Software, Merchandise and/or COREL Xxxx due to a possible infringement; or (iv) Electronic Software Distribution provided by Distributor; or (b) the infringement claim arises as a result of Distributor's breach of the terms and conditions of this Agreement.