Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. Licensee shall indemnify and defend Licensor and hold Licensor harmless from any damages and liabilities (including reasonable attorneys' fees and costs), (a) arising from any breach of Licensee's warranties and representation as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20.

Indemnification by Licensee. Licensee shall indemnify and defend Licensor indemnify, defend, and hold Licensor harmless from and against any damages and liabilities (all losses, liabilities, claims, obligations, costs and expenses, including but not limited to reasonable attorneys' fees and costs)fees, (a) arising from any breach of Licensee's warranties and representation suffered or incurred by Licensor as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform result of the Licensed Products inaccuracy of any representation or warranty made by Licensee in this Agreement, or the breach by Licensee of any product liability claims of its covenants or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20obligations under this Agreement.

Indemnification by Licensee. Licensee shall agrees to defend, indemnify and defend hold harmless Licensor and hold Licensor harmless its Affiliates from and against any damages claims, liabilities, losses, suits, damages, actions or proceedings (including, without limitation, any attorneys’ fees and liabilities costs and expenses (each, a “Loss”) brought by third parties (including reasonable attorneys' fees and costs), (aany End User) arising resulting from or relating to any breach of Licensee's warranties and representation as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or following except if any product liability claims or use of the Licensed Products; and (c), any claims arising out following relate to the negligence of advertising, distribution or marketing of the Licensed Products. 20.Licensor:

Indemnification by Licensee. Licensee shall indemnify and defend Licensor agrees to indemnify, defend, and hold Licensor harmless from and against any damages and liabilities all claims (including reasonable those for personal injury or death), losses, damages, obligations, liabilities and costs (including attorneys' ’ and other professional fees and costs), (aother costs of litigation) arising from any breach out of Licensee's warranties or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreement, and representation as defined in particular the Licensee Warranties, above, (b) arising Out Of any alleged defects manufacture or failures to perform of the Licensed Products or any product liability claims or use sale of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20.

Indemnification by Licensee. Licensee shall indemnify and indemnify, defend Licensor and hold Licensor harmless Licensor, and its officers, directors, employees and agents, from any damages and liabilities (including reasonable attorneys' fees and costs)Costs incurred by Licensor that may arise as a result of any action, (a) causes, claims, demands or proceedings arising from or related to any breach action or failure to act on the part of Licensee's warranties . Licensor shall give Licensee prompt notice of any such actions, claims or proceedings, and representation as defined information in the Licensee Warrantiespossession of Licensor that is reasonably required for the defense of such actions, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20proceedings.

Indemnification by Licensee. Licensee shall indemnify and defend Licensor and agrees to hold Licensor harmless from and at its own expense to defend or settle any damages and liabilities (including reasonable attorneys' fees and costs)claim, (a) arising from suit, action, or proceeding brought against Licensor by any breach third party to the extent that such claim, suit, action or proceeding is based on any act or omission of LicenseeLicensee in using the Programs. Licensor's warranties and representation as defined indemnification of Licensee for third party claims is set forth in the Licensee Warranties, Section 9 above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20.

Indemnification by Licensee. Licensee shall indemnify and defend Licensor and hold Licensor harmless from and against any damages and liabilities all claims, damages, costs (including reasonable attorneys' fees and costsfees), judgments and liabilities of any kind or nature: (a) arising from out of the breach by Licensee of any breach of Licensee's warranties and representation as defined in the Licensee Warranties, above, its covenants under this Agreement; or (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution any actual or marketing of the Licensed Products. 20alleged defect in a Product.

Indemnification by Licensee. Licensee shall defend, indemnify and defend hold harmless Licensor and hold Licensor harmless from any damages and liabilities (including reasonable attorneys' fees and costs), (a) arising claim or suit brought against Licensor alleging that any Licensee Technology or any Derivative Product containing the intellectual property created by Licensee infringes any third party’s Intellectual Property Rights to the extent that such claim or suit arises from any breach the acts of Licensee's warranties and representation as defined , its employees, agents or representatives, including, without limitation, such parties’ actions in modifying, marketing, Distributing, exporting or supporting XXXXXX, Derivative Products, iTrax or any part thereof or the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20.

Indemnification by Licensee. Licensee shall indemnify and defend Licensor and hold Licensor harmless from and against any damages and liabilities all claims, damages, costs (including reasonable attorneys' fees and costsfees), judgments and liabilities of any kind or nature: (a) arising from out of the breach by Licensee of any breach of Licensee's warranties and representation as defined in the Licensee Warranties, above, its covenants under this Agreement; or (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertisingor related to the use, distribution development, manufacturing or marketing of the Products, Know-how or Licensed Products. 20Patents, including but not limited to, product liability claims.

Indemnification by Licensee. Licensee shall indemnify and indemnify, defend Licensor and hold Licensor harmless Licensor, and their officers, directors, employees, and agents (“Indemnified Parties”) from and against any damages and liabilities (including reasonable attorneys' fees all claims made or threatened by any third party and costs)all Damages, to the extent such Damages arise out of or relate to (a) arising from any Licensee’s breach of Licensee's warranties and representation as defined in the Licensee Warrantiesobligations assumed under this Agreement, above, or (b) arising Out Of any alleged defects an infringement or failures to perform of the Licensed Products or any product liability claims related claim that unauthorized modification, combination or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20Licensor Software made by Licensee.

Indemnification by Licensee. The Licensee shall indemnify the Licensor, its agents and defend Licensor assigns and hold Licensor each of them harmless from and against any damages and liabilities all claims, demands, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and costs), (afees) arising from any breach of Licensee's warranties and representation as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing by reason of any breach by the Licensee of any of the Licensed Products. 20.representations, warranties or arrangements made by it hereunder

Indemnification by Licensee. Licensee shall agrees to indemnify and defend hold harmless Licensor from and hold Licensor harmless from against any damages and claims, liabilities or losses (including reasonable attorneys' fees and costs), (aexpenses) arising from out of or related to the use of any breach of Licensee's warranties and representation as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products Marks in connection with any Licensed Services or as Licensee’s corporate name, except any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20.claim for which Licensor would indemnify Licensee under Section VII.B.

Indemnification by Licensee. Licensee shall indemnify and defend Licensor and hold Licensor harmless from any damages and liabilities (including reasonable attorneys' fees and costs), (a) arising from any breach of Licensee's warranties and representation as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20.):

Indemnification by Licensee. Licensee shall indemnify and defend Licensor and hold harmless Licensor harmless from against any damages and liabilities all claims, actions, damages, obligations, losses, liabilities, costs and expenses of which Licensor gives Licensee notice pursuant to Section 10.4(a) on or before June 30, 2003 (including reasonable attorneys' attorney's fees and costs)costs of collection and other costs of defense) (collectively, (a"Damages") incurred or suffered arising from any breach of Licensee's warranties and representation as defined or in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20.connection with:

Indemnification by Licensee. Licensee shall indemnify and hereby agrees to indemnify, defend Licensor and hold Licensor and its Representatives harmless from and against any damages and liabilities (including reasonable attorneys' fees and costs)Damages resulting from Claims brought by a third party against Licensor or its Representatives resulting directly or indirectly from Licensee’s Development, (a) arising from any breach Commercialization, manufacture, use or sale of Licensee's warranties and representation as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of except to the Licensed Products. 20extent such Damages are subject to indemnification by Licensee pursuant to Section 10.1.

Indemnification by Licensee. Licensee shall indemnify and defend Licensor and hold against all liability, loss, damages, costs or other expenses incurred or suffered by Licensor harmless from any damages and liabilities (including reasonable attorneys' fees and costs), (a) arising from any breach of Licensee's warranties and representation as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform a result of the Licensed Products use by Licensee (or any product liability claims on its behalf or use authority) of the Licensed Products; and (c)Intellectual Property Rights held by Licensor without Licensor’s consent, for any claims arising purpose other than as set out of advertising, distribution or marketing of the Licensed Products. 20in this Agreement.

Indemnification by Licensee. Licensee shall indemnify and defend Licensor and hold Licensor harmless from and against any damages and liabilities all claims, damages, costs (including reasonable attorneys' fees and costsattorneys'.fees), judgments -and liabilities of any kind or nature: (a) arising from out of any third party claim of the breach by Licensee of Licensee's warranties any of its warranties, representations and representation as defined in the Licensee Warranties, above, covenants under this Agreement; or (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution any actual or marketing of the Licensed Products. 20alleged defect in a Product.

Indemnification by Licensee. Licensee shall indemnify and indemnify, defend Licensor and hold Licensor harmless Licensor, its trustees, officers, agents and employees from and against any damages and liabilities all losses, damages, costs and expenses (including reasonable attorneys' fees and costs), (a’ fees) arising from any breach out of Licensee's warranties and representation as defined in third party claims brought against Licensor relating to the Licensee Warrantiesmanufacture, abovesale, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims licensing, distribution or use of Licensed Products by or on behalf of Licensee or its Affiliates, except to the Licensed Products; extent involving or relating to a material breach by Licensor of its representations and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20warranties.

Indemnification by Licensee. The Licensee shall defend, indemnify and defend Licensor and hold the Licensor harmless from any and all claims, liabilities, judgments, penalties, losses, costs, damages and liabilities expenses (including reasonable attorneys' legal and professional fees and costs), (awhether or not litigation is instituted) arising from suffered or incurred by the Licensor by reason of any breach by Licensee of Licensee's its representations, covenants or warranties and representation as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20under this Agreement.

Indemnification by Licensee. Licensee shall defend, indemnify and defend Licensor hold Licensor, its Affiliates, and hold Licensor its and their respective officers, directors, members, partners, employees and agents harmless from any and shall pay all losses, damages (including consequential damages), fees, expenses and liabilities costs (including reasonable attorneys' fees and costs), (afees) arising from any breach of Licensee's warranties and representation as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects incurred by them related to or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution (i) any act or marketing omission of Licensee in connection with Licensee's manufacturing and sale of the Licensed Products. 20; or (ii) Licensee's breach of its obligations or covenants hereunder.

Indemnification by Licensee. Licensee shall indemnify and indemnify, defend Licensor and hold Licensor and each of its affiliates, and each of Licensor’s and its affiliates officers, directors, shareholders, agents and employees, harmless from and against any damages and liabilities liability, loss, cost, expense (including reasonable attorneys' fees and costs’ fees), damage, or penalty of any kind, on account of or resulting from (ai) arising from any breach by Licensee of its representations and warranties contained in Section 5.2 or (ii) any breach of Licensee's warranties and representation as defined any covenant contained in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform this Agreement. Table of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20.Contents

Indemnification by Licensee. Licensee shall agrees to indemnify and defend hold harmless Licensor and hold Licensor harmless its officers and employees from any damages and liabilities all costs, expenses (including reasonable attorneys' fees and costsfees), (a) arising from any breach losses, liabilities, damages, and settlements that Licensor may incur as a result of a suit or claim based on Licensee's warranties and representation marketing, demonstration, and/or distribution of the Technology, if Licensee's combination or modification of the Technology is such as defined in to cause the Technology to infringe on the proprietary rights of a third party where the Technology provided to the Licensee Warrantiesas provided by Licensor absent such combination or modification would not so infringe, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20.provided that Licensor:

Indemnification by Licensee. Licensee shall indemnify and defend Licensor and hold Licensor harmless from and against any damages and liabilities all claims, damages, costs (including reasonable attorneys' fees and costsfees), judgments and liabilities of any kind or nature (a) arising from out of the breach by Licensee of any breach of Licensee's warranties and representation as defined in the Licensee Warranties, above, its covenants under this Agreement or (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertisingor related to the use, distribution development, manufacturing or marketing of the Products, Licensed Products. 20Trademarks, Know-how or Licensed Patents, including but not limited to, product liability claims.

Indemnification by Licensee. Licensee shall agrees to indemnify and defend hold harmless Licensor from and hold Licensor harmless from against any and all claims, liabilities, costs, damages and liabilities (expenses, including reasonable attorneys' attorney's fees and court costs), incurred by Licensor in connection with or arising from (a) arising from any breach by Licensee of any of its covenants contained in this Agreement, and (b) any breach of Licensee's warranties and any representation as defined or warranty of Licensee contained in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20this Agreement.

Indemnification by Licensee. Licensee shall indemnify and defend Licensor and hold Licensor harmless from any damages and liabilities (including reasonable attorneys' fees and costs), (a) arising from any breach out of Licensee's warranties and representation as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (cb), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20, excluding in each case any claims for which Licensor is liable under Paragraph 15.0 above.

Indemnification by Licensee. Licensee shall indemnify and indemnify, defend Licensor and hold Licensor and each of its affiliates, and each of Licensor's and its affiliates officers, directors, shareholders, agents and employees, harmless from and against any damages and liabilities liability, loss, cost, expense (including reasonable attorneys' fees and costsfees), damage, or penalty of any kind, on account of or resulting from (ai) arising from any breach by Licensee of its representations and warranties contained in Section 5.2 or (ii) any breach of Licensee's warranties and representation as defined any covenant contained in the Licensee Warranties, above, (b) arising Out Of any alleged defects or failures to perform of the Licensed Products or any product liability claims or use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20this Agreement.