Common use of Indemnification by Genetec Clause in Contracts

Indemnification by Genetec. Genetec agrees to defend Licensee against or settle any demands, claims, causes of action, suits and proceedings (each a “Claim”) against Licensee brought by an independent third party alleging that the SDK (including the Embedded Components, but excluding any Standalone FOSS Componenxx), infringes or misappropriate the Intellectual Property rights of such third party, and Genetec agrees to indemnify and hold harmless Licensee from any damages, fees and costs awarded against Licensee, or the amounts payable by Licensee under a settlement approved by Genetec in writing, as a result of such Claim against Licensee, provided that Licensee promptly gives Genetec a written notice of such Claim, gives Genetec sole control of the defense or settlement of the Claim (provided that Licensee shall first approve in writing to any settlement under which Licensee is required to admit to any wrongdoing or to pay any monies, which approval shall not be unreasonably withheld, delayed or conditioned), and provides Genetec with all reasonable assistance at Genetec’s expense. In the event of any such infringement or misappropriation Claim brought or threatened against Licensee, Genetec may, at its option: (i) obtain for Licensee the right to continue to use the SDK; (ii) replace or modify the SDK so it becomes non-infringing; or (iii) if Genetec determines at its discretion that the solutions described under items (i) and (ii) are not reasonably practicable, then Genetec may terminate this Agreement pursuant to section 4.b.

Indemnification by Genetec. Genetec agrees to defend Licensee against or settle any demands, claims, causes of action, suits and proceedings (each a “Claim”) against Licensee brought by an independent third party alleging that the SDK (including the Embedded Components, but excluding any Standalone FOSS ComponenxxXXXX Components), infringes or misappropriate the Intellectual Property rights of such third party, and Genetec agrees to indemnify and hold harmless Licensee from any damages, fees and costs awarded against Licensee, or the amounts payable by Licensee under a settlement approved by Genetec in writing, as a result of such Claim against Licensee, provided that Licensee promptly gives Genetec a written notice of such Claim, gives Genetec sole control of the defense or settlement of the Claim (provided that Licensee shall first approve in writing to any settlement under which Licensee is required to admit to any wrongdoing or to pay any monies, which approval shall not be unreasonably withheld, delayed or conditioned), and provides Genetec with all reasonable assistance at Genetec’s expense. In the event of any such infringement or misappropriation Claim brought or threatened against Licensee, Genetec may, at its option: (i) obtain for Licensee the right to continue to use the SDK; (ii) replace or modify the SDK so it becomes non-infringing; or (iii) if Genetec determines at its discretion that the solutions described under items (i) and (ii) are not reasonably practicable, then Genetec may terminate this Agreement pursuant to section 4.b.

Indemnification by Genetec. Genetec agrees to defend Licensee against against, or settle settle, any demands, claims, causes of action, suits and proceedings (each a “ClaimClaims”) against Licensee brought by an independent a third party alleging that Software, to the SDK (including the Embedded Components, but excluding any Standalone FOSS Componenxx)extent used in accordance with Documentation, infringes or misappropriate the Intellectual Property rights of misappropriates such third party’s intellectual property rights in the territory and during the term specified in the relevant purchase order for such Software, and Genetec agrees to indemnify and hold harmless Licensee from any damages, fees legal costs and costs reasonable expenses finally awarded against Licensee, or the amounts payable by Licensee under a settlement approved by Genetec in writingsettlement, as a result of such Claim against Licensee, ; provided that Licensee promptly gives Genetec a written notice of such Claim, gives Genetec sole control of the defense or settlement of the Claim (provided that Licensee shall first approve in writing to any settlement under which Licensee is required to admit to any wrongdoing or to pay any monies, which approval shall not be unreasonably withheld, delayed or conditioned)defense, and provides Genetec with all reasonable and timely assistance at Genetec’s expense. In the event Upon becoming aware of any such infringement or misappropriation Claim brought or threatened against LicenseeClaim, Genetec may, at its optionoption and expense, either: (i) obtain for Licensee the right to continue to use the SDKSoftware; (ii) replace or modify the SDK Software so it becomes non-non infringing; or (iii) if Genetec determines at its discretion that the solutions resolutions described under in items (i) and (ii) are not reasonably commercially practicable, then Genetec may terminate this Agreement pursuant and the licenses granted hereunder with prior written notice to Licensee and refund to Licensee the price paid for its Software license; provided that if the Software license was procured on a subscription basis, then Genetec shall solely refund to Licensee any prepaid but not used subscription fees. This section 4.bsets out Genetec’s entire liability and Licensee’s sole remedy with respect to any Claims concerning infringement or misappropriation of third-party intellectual property rights.