ForgeRock Intellectual Property Indemnification. ForgeRock agrees to indemnify and defend Named Account, its officers, directors, employees, and agents against any damages finally awarded against Named Account including reasonable attorney’s fees incurred in connection with a third party claim alleging that the Named Account’s use of the unaltered Software infringes or misappropriates any third party U.S. or European Union member states’ patent, trade secret, or copyright. In the event of a claim under this Section 9.1, Named Account will provide prompt written notice of such claim to ForgeRock, grant ForgeRock the sole right to control and defend such claim, and provides to ForgeRock all reasonable assistance (at ForgeRock’s expense). In the event of a claim or threatened claim under this Section 9.1 by a third party, ForgeRock may, at its sole option: (a) revise the Software so that it is no longer infringing; (b) obtain the right for Named Account to continue using the Software; or (c) terminate the Agreement upon thirty (30) days notice and refund any pro-rata unused, pre-paid license fees received by ForgeRock. Notwithstanding the foregoing, ForgeRock shall have no liability or indemnification obligations from claim that arise from: (i) a version of the Software other than the then current version; (ii) modification of the Software by anyone other than ForgeRock, and such claim would not have been made but for the modification; (iii) combination, operation or use of the Software with any other products not supplied by ForgeRock, and such claim would not have been made but for the combination, operation or nonconforming use; (iv) any claim made for any use of the Software outside of a valid Subscription Term; or (v) any claim or damages arising after ForgeRock’s notice to Named Account that Named Account should cease use of the Software in accordance with this paragraph.
ForgeRock Intellectual Property Indemnification. XxxxxXxxx agrees to indemnify Customer against any damages finally awarded against Customer including reasonable attorney’s fees incurred in connection with a third party claim alleging that the Customer’s use (as authorized in this Agreement) of the ForgeRock Identity Cloud infringes or misappropriates any third party U.S., United Kingdom, or European Union member states’ patent or copyright, provided that Customer provides prompt written notice of such claim to ForgeRock, grants ForgeRock the sole right to control and defend such claim, and provides to ForgeRock all reasonable assistance. In the event of a claim or threatened claim under this Section by a third party, ForgeRock may, at its sole option: (a) revise the ForgeRock Identity Cloud so that it is no longer infringing, (b) obtain the right for Customer to continue using the ForgeRock Identity Cloud, or (c) terminate access to the ForgeRock Identity Cloud upon thirty (30) days’ notice and refund any pro-rata unused, pre-paid Fees received by ForgeRock. Notwithstanding the foregoing, ForgeRock shall have no liability or indemnification obligations to the extent such claims arise out of portions or components of the ForgeRock Identity Cloud: (i) modified by anyone other than ForgeRock; (ii) that were combined with any other products, materials, or software not supplied by ForgeRock; to the extent that the ForgeRock Identity Cloud would not be infringing but for such combination; and (iii) any unauthorized use of the ForgeRock Identity Cloud including any use of the ForgeRock Identity Cloud outside of a valid Subscription Term.
ForgeRock Intellectual Property Indemnification. ForgeRock agrees to indemnify Licensee against any damages finally awarded against Licensee incurred in connection with a third party claim alleging that the Licensee’s use of the unaltered Software infringes or misappropriates any third party U.S. or European Union member states’ patent or copyright in the Territory, provided that Licensee, as a condition precedent to ForgeRock’s indemnity obligations: (a) provides prompt written notice of such claim to ForgeRock, (b) grants ForgeRock the right to control and defend such claim to the extent permitted by 28 U.S.C. 516, and (c) provides to ForgeRock all reasonable assistance. In the event of a claim or threatened claim under this Section 10.1 by a third party, ForgeRock may: (a) revise the Software so that it is no longer infringing, (b) obtain the right for Licensee to continue using the Software, or (c) terminate this Agreement upon 30 days notice and refund any pro-rata unused, pre-paid license fees received by ForgeRock. Notwithstanding the foregoing, ForgeRock shall have no liability or indemnification obligations from claim that arise from: (i) a version of the Software other than the then current version, (ii) modification of the Software by anyone other than ForgeRock, (iii) combination, operation or use of the Software with any other products not supplied by ForgeRock, (iv) any claim made for any use of the Software outside of a valid Subscription Term, (v) to the extent any such claim arises from any infringement or alleged infringement of any third party’s Intellectual Property Rights covering a standard set by a standard setting body or agreed between at least two third party companies, or (vi) any claim or damages arising after ForgeRock’s notice to Licensee that Licensee should cease use of the Software in accordance with this paragraph. Nothing in the forgoing shall be interpreted to: (1) violate DOJ’s right (28 U.S.C. 516) to represent the Licensee in any case and/or (2) require that the Licensee give sole control over the litigation and/or settlement. Any conflicting term in ForgeRock’s XXXX are hereby deemed to be deleted.
ForgeRock Intellectual Property Indemnification. XxxxxXxxx agrees to indemnify Named Account against any damages finally awarded against Named Account including reasonable attorney’s fees incurred in connection with a third party claim alleging that the Named Account’s use of the unaltered Software infringes or misappropriates any third party U.S. or European Union member states’ patent or copyright in the country designated for delivery of the Software in accordance with the terms of this Agreement, provided that Named Account provides prompt written notice of such claim to ForgeRock, grants XxxxxXxxx the sole right to control and defend such claim, and provides to ForgeRock all reasonable assistance. In the event of a claim or threatened claim under this Section 9 by a third party, ForgeRock may, at its sole option: (a) revise the Software so that it is no longer infringing;
ForgeRock Intellectual Property Indemnification. In the event of a suit against Company for use of the Software in accordance with the terms and conditions of this Agreement based upon a claim that the Software infringes any valid patent duly issued by the United States or any European Union member country or copyright, or causes a misappropriation of any trade secret and subject to the limitations set forth in Section 10 (Limitation of Liability), ForgeRock shall defend and indemnify Company and pay costs and damages finally awarded in any such suit or agreed in any settlement provided that, ForgeRock is promptly notified in writing of such claim and provided, further, that as a condition precedent to its indemnification obligations ForgeRock shall have the exclusive right to control such defense or settlement, and Company provides reasonable assistance (at ForgeRock’s expense) in the defense of same. Company may retain counsel, at its expense, to participate in the defense and settlement of any such claim. In no event shall Company settle any claim, lawsuit or proceeding or make any admission of liability without ForgeRock’s prior written approval. The foregoing indemnity obligation shall not extend to any claims of infringement arising out of or related to:
ForgeRock Intellectual Property Indemnification. ForgeRock agrees to indemnify Customer against any damages finally awarded against Customer including reasonable attorney’s fees incurred in connection with a third party claim alleging that the Customer’s use of the unaltered Software infringes or misappropriates any third party U.S. or European Union member states’ patent or copyright in the country designated for delivery of the Software in accordance with the terms of this Agreement, provided that Customer provides prompt written notice of such claim to ForgeRock, grants ForgeRock the sole right to control and defend such claim, and provides to ForgeRock all reasonable assistance. In the event of a claim or threatened claim under this Section by a third party, ForgeRock may, at its sole option: (a) revise the Software so that it is no longer infringing, (b) obtain the right for Customer to continue using the Software, or (c) terminate the Agreement upon thirty (30) days’ notice and refund any pro- rata unused, pre-paid license fees received by ForgeRock. Notwithstanding the foregoing, ForgeRock shall have no liability or indemnification obligations from claims arising out of or relating to: (i) a version of the Software other than the then current version;
