Common use of Indemnification by Ambient Clause in Contracts

Indemnification by Ambient. 11.2.1 Ambient shall defend, indemnify and hold harmless Cisco and its officers, directors, employees, shareholders, customers, agents, successors and assigns from and against any and all loss, damage, settlement, costs or expense (including legal expenses), as incurred, resulting from, or arising out of (i) any claim which alleges that the Ambient Property infringes upon, misappropriates or violates any issued U.S. patents, copyrights, trademarks or trade secret rights or other proprietary rights of persons, firms or entities who are not parties to this Agreement where such unlawful activity is completely independent of the Product and (ii) any claim relating to negligence, misrepresentation, intentional misconduct, error or omission by Ambient. 11.2.2 As a condition to such defense and indemnification, Cisco will provide Ambient with prompt written notice of the claim and permit Ambient to control the defense, settlement, adjustment or compromise of any such claim. Cisco may employ counsel at its own expense to assist it with respect to any such claim.