Common use of Distributor Indemnification Clause in Contracts

Distributor Indemnification. Except as set forth in Section 11, if notified promptly in writing of any action (and all prior related claims) brought against COREL by Distributor's Customers or any third party relating to: (i) Distributor's performance or non-performance of its obligations hereunder; including, but not limited to negligence; (ii) Distributor's distribution of the Software, Merchandise and/or Technical Support Products through Distributor's System; (iii) Distributor's distribution of the Schedule "A" Software through Resellers; (iv) the maintenance, performance, non-performance or functionality of the Distributor System and/or Distributor Web Site; (v) breach of Section 10 warranties; (vi) misuse of any Customer Information or credit card information submitted to Distributor; (vii) Distributor Products or Distributor's distribution thereof; (viii) claims by a third party from whom Distributor has not received authorization to distribute such third party's Distributor Product; (ix) for the acts or omissions of the Affiliates or links created by the Affiliates; or (x) Distributor's security guarantee, Distributor will defend that action at its expense and will pay the costs (including reasonable attorney's fees) and damages finally awarded against COREL in the action, provided: that COREL provides Distributor with prompt written notice of such claim(s); that Distributor shall have sole control of the defense of any such action and all negotiation for its settlement or compromise; and that COREL, and where applicable, those for whom COREL is in law responsible, cooperate fully with Distributor in its defense of the action, at Distributor's expense. Notwithstanding the right for Distributor to control the defense of any action, and all negotiation for its settlement or compromise, Distributor agrees that it shall not enter into any final settlement with respect to any claims involving COREL's intellectual property without prior written authorization from COREL.