Common use of ForgeRock Intellectual Property Indemnification Clause in Contracts

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. ForgeRock agrees to indemnify Licensee and defend Named Account, its officers, directors, employees, and agents against any damages finally awarded against Licensee Named Account including reasonable attorney’s fees incurred in connection with a third party claim alleging that the LicenseeNamed Account’s use of the unaltered Software infringes or misappropriates any third party U.S. or European Union member states’ patent patent, trade secret, or copyright in copyright. In the Territoryevent of a claim under this Section 9.1, provided that Licensee, as a condition precedent to ForgeRock’s indemnity obligations: (a) provides Named Account will provide prompt written notice of such claim to ForgeRock, (b) grants grant ForgeRock the sole right to control and defend such claim to the extent permitted by 28 U.S.C. 516claim, and (c) provides to ForgeRock all reasonable assistanceassistance (at ForgeRock’s expense). In the event of a claim or threatened claim under this Section 10.1 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 Licensee Named Account to continue using the Software, ; or (c) terminate this the Agreement upon 30 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) 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 Named Account that Licensee Named Account 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. ForgeRock XxxxxXxxx agrees to indemnify Licensee Named Account against any damages finally awarded against Licensee Named Account including reasonable attorney’s fees incurred in connection with a third party claim alleging that the LicenseeNamed 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 Territorycountry designated for delivery of the Software in accordance with the terms of this Agreement, provided that Licensee, as a condition precedent to ForgeRock’s indemnity obligations: (a) Named Account provides prompt written notice of such claim to ForgeRock, (b) grants ForgeRock XxxxxXxxx the sole right to control and defend such claim to the extent permitted by 28 U.S.C. 516claim, and (c) provides to ForgeRock all reasonable assistance. In the event of a claim or threatened claim under this Section 10.1 9 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 Licensee Named Account to continue using the Software, ; or (c) terminate this the Agreement upon 30 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 thanthe 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, ; or (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 ForgeRockXxxxxXxxx’s notice to Licensee Named Account that Licensee Named Account 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. ForgeRock agrees to indemnify Licensee Customer against any damages finally awarded against Licensee Customer including reasonable legal fees incurred in connection with a third party claim alleging that the LicenseeCustomer’s use of the unaltered Software infringes or misappropriates any third party UK, U.S. or European Union member states’ patent or copyright in the Territorycountry designated for delivery of the Software in accordance with the terms of this Agreement, provided that Licensee, as a condition precedent to ForgeRock’s indemnity obligations: (a) Customer provides prompt written notice of such claim to ForgeRock, (b) grants ForgeRock the sole right to control and defend such claim to the extent permitted by 28 U.S.C. 516claim, 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, at its sole option: (a) revise the Software so that it is no longer infringing, (b) obtain the right for Licensee Customer to continue using the Software, or (c) terminate this the Agreement upon 30 days 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 fromclaims arising out of or relating to: (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 or software not supplied by ForgeRock, ; (iv) any claim made for unauthorized use of the Software including any use of the Software outside of a valid Subscription Term, ; or (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 Customer that Licensee Customer 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.