Illumina Indemnity. Subject to the terms and conditions of this Agreement, Illumina will defend, indemnify, and hold Customer harmless against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim that the Service, when used in accordance with this Agreement, and in accordance with the Documentation, infringes the valid and enforceable intellectual property rights of a third party. Illumina’s indemnification obligations are conditioned upon Customer (i) promptly notifying Illumina in writing of such claim or action, (ii) giving Illumina exclusive control and authority over the defense and settlement of such claim or action, (iii) not admitting infringement of any intellectual property right without prior written consent of Illumina, (iv) not entering into any settlement or compromise of any such claim or action without Illumina’s prior written consent, and (v) providing reasonable assistance to Illumina in the defense of the claim or action; provided that Illumina reimburses Customer for Customer’s reasonable out-of-pocket expenses incurred in providing such assistance. Customer shall be obliged to mitigate Customer’s losses insofar as is reasonable in the circumstances.
