INDEMNIFICATION BY ISO Sample Clauses

INDEMNIFICATION BY ISO. Licensee shall notify ISO promptly of any claim that any Product, or Licensee’s use of any Product, is improper or illegal or violates the rights of any third party. ISO agrees to defend, indemnify and hold Licensee harmless from and against any loss, cost, expense, damage or liability resulting from any claim or suit brought against Licensee based on an allegation that a Product when properly used as permitted herein, infringes any United Stales copyright, trademark, patent or other intellectual property right, provided that Licensee, within fifteen (15) days of receipt of notice of any such alleged infringement, notifies ISO of such allegation in writing. ISO shall have the sole right to conduct the defense of any such claim or suit and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing by the parties hereto. In the event that Licensee’s use of any Product is held to constitute an infringement and use of that Product is permanently enjoined, ISO shall, at its option and expense, either: a. procure for Licensee the right to continue using such Product; or b. modify such Product to become non-infringing; or c. replace such Product with an equally suitable, compatible and functionally equivalent non-infringing product; or if the foregoing is unavailable ▇. ▇▇▇▇▇ Licensee a pro-rata refund of the charges paid for such Product provided that prior to paying such refund Licensee returns such Product and all copies and partial copies thereof to ISO. Should Licensee learn of the infringement of any Product(s) licensed under this Agreement, Licensee shall promptly advise ISO in writing, providing ISO with any available evidence of infringement. In any such infringement suit as ISO may determine to institute to enforce its intellectual property rights, Licensee shall, at the request and expense of ISO, cooperate with ISO in all reasonable respects, including having its employees with relevant information provide such information to ISO and testify when requested by ISO and make available to ISO any relevant records, papers, information and the like.