Indemnification by IntellectSpace Sample Clauses

Indemnification by IntellectSpace. IntellectSpace shall indemnify and hold Licensee harmless from and against any and all Damages due to any claims by a third party that Upnotch infringes on any third party’s intellectual property rights; provided that (a) the relevant claim does not arise from any modification made by Licensee to Upnotch; (b) that Licensee allows IntellectSpace to control, and cooperate with IntellectSpace in, the defense or any related settlement negotiations; and (b) the relevant claim does not concern the usage of Upnotch in a manner that IntellectSpace notified Licensee Upnotch should not be used.