FRAMA and LICENSER Sample Clauses

FRAMA and LICENSER will indemnify, defend and hold Customer harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys' fees) (collectively, "Losses") arising out of or in connection with a claim, suit, action, or proceeding brought by any third party against the Customer which arise out of or result from the infringement of any copyright, patent, trademark, or misappropriation of a trade secret relating to FRAMA’S AND LICENSER’S SERVICES; provided that Customer (a) promptly gives FRAMA notice of the claim, suit, action, or proceeding; (b) gives FRAMA sole control of the defence and related settlement negotiations; and (c) provides FRAMA with all reasonably available information and assistance necessary to perform FRAMA’S obligations under this paragraph. If FRAMA service is held to infringe any intellectual property right, FRAMA may, in its sole discretion and at its own expense, either procure a license that will protect the Customer against such claim without cost to the Customer or replace FRAMA service with a non-infringing service. Provided that FRAMA complies with this Section, Customer shall have no remedy against FRAMA, except it may at its option terminate the XXXX.
Sample 1
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