Common use of E-world's Indemnification of On2 Clause in Contracts

E-world's Indemnification of On2. E-world agrees to defend On2 from and against any liability, judgments, costs, demands and expenses (including reasonable attorneys' fees): (A) based on any breach by E-world, its employees, NT or OEMs of Sections 2, 3, 4, 7, 8 or 10, (B) based on any use (direcxxx xx xxxxxxxxxx) xx xxx Xxxxxxxe or Optimized Code by third parties through E-world except as otherwise contemplated and allowed by this Agreement, (C) arising out of any claim by an end user of an EVD/HDTV Product or third party customer of E-world or E-world's manufacturers or (D) based on infringement of any third party intellectual property right as a result of (a) the use by any person or entity of the Software which has been modified other than by On2, (b) a combination with software not provided by On2 unless such infringement relates solely and directly from use of the Software or (c) use of other than the latest Update to the Software, if such infringement would have been avoided by use of such Update, and E-world agrees to indemnify On2 from any costs and/or damages awarded against On2 in any such infringement claim or action or settlement thereof; provided that: (i) E-world is promptly notified in writing of such claim, and (ii) On2 grants E-world sole control of the defense and any related settlement negotiations, and On2 cooperates with E-world in defense of such claim.

E-world's Indemnification of On2. E-world agrees to defend On2 from and against any liability, judgments, costs, demands and expenses (including reasonable attorneys' fees): (A) based on any breach by E-world, its employees, NT or OEMs of Sections 2Xxxxxxxx 0, 30, 40, 70, 8 or 100 xx 00, (BX) based on any use (direcxxx xx xxxxxxxxxxdirectly or indirectly) xx xxx Xxxxxxxe of the Software or Optimized Code by third parties through E-world except as otherwise contemplated and allowed by this Agreement, (C) arising out of any claim by an end user of an a Non-EVD/HDTV Product or third party customer of E-world or E-world's manufacturers or (D) based on infringement of any third party intellectual property right as a result of (a) the use by any person or entity of the Software which has been modified other than by On2, (b) a combination with software not provided by On2 unless such infringement relates solely and directly from use of the Software or (c) use of other than the latest Update to the Software, if such infringement would have been avoided by use of such Update, and E-world agrees to indemnify On2 from any costs and/or damages awarded against On2 in any such infringement claim or action or settlement thereof; provided that: (i) E-world is promptly notified in writing of such claim, and (ii) On2 grants E-world sole control of the defense and any related settlement negotiations, and On2 cooperates with E-world in defense of such claim.

E-world's Indemnification of On2. E-world agrees to defend On2 from and against any liability, judgments, costs, demands and expenses (including reasonable attorneys' fees): (A) based on any breach by E-world, its employees, NT or OEMs of Sections 2Xxxxxxxx 0, 30, 40, 70, 8 or 100 xx 00, (BX) based on any use (direcxxx xx xxxxxxxxxxdirectly or indirectly) xx xxx Xxxxxxxe of the Software or Optimized Code by third parties through E-world except as otherwise contemplated and allowed by this Agreement, (C) arising out of any claim by an end user of an EVD/HDTV Product or third party customer of E-world or E-world's manufacturers or (D) based on infringement of any third party intellectual property right as a result of (a) the use by any person or entity of the Software which has been modified other than by On2, (b) a combination with software not provided by On2 unless such infringement relates solely and directly from use of the Software or (c) use of other than the latest Update to the Software, if such infringement would have been avoided by use of such Update, and E-world agrees to indemnify On2 from any costs and/or damages awarded against On2 in any such infringement claim or action or settlement thereof; provided that: (i) E-world is promptly notified in writing of such claim, and (ii) On2 grants E-world sole control of the defense and any related settlement negotiations, and On2 cooperates with E-world in defense of such claim.. 10 Exclusion of Damages, Limitation of Liability and Intellectual Property. 10.1