I ndemnification for Infringement Sample Clauses

I ndemnification for Infringement. (a) I ndemnification by HMH. HMH, at no additional cost to District, agrees to indemnify, defend, and hold District, its officials, principals, agents, servants, and employees, harmless from any and all liabilities and expenses, including, without limitation, reasonable attorney’s fees, expenses, costs, judgments, settlements, contract losses, or other costs arising out of or relating to any work product delivered under this Agreement (“Deliverable”) that infringes a United States patent in existence as of the date of the applicable delivery order, or a copyright or a trade secret of any third party. HMH will defend such claim at its expense and will pay any costs or damages that may finally be awarded against District. HMH shall not indemnify District, however, if the claim of infringement is caused by (1) District’s misuse or modification of the Deliverable; (2) District’s failure to use corrections or enhancements provided to District by HMH; (3) District’s distribution, marketing or use for the benefit of parties other than District of the Deliverable; (4) information, direction, specification or materials provided by District. If any Deliverable is, or in HMH’s opinion is likely to be held to be infringing, HMH shall at its expenses and option either (a) procure the right for District to continue using it, (b) replace or modify it with a non­infringing equivalent that has no material adverse effect on the performance required by District, or (c) direct the return of the Deliverable. The foregoing remedies constitute District’s sole and exclusive remedies and HMH’s entire liability with respect to infringement. The foregoing indemnity is conditioned upon: prompt written notice by District of any claim, action or demand for which indemnity is claimed; complete control of the defense and settlement thereof by HMH; and such reasonable cooperation by the District in the defense as HMH may request.