Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement Agreement, or (b) that Licensee’s use of the Licensed Marks by Licensee in accordance Software infringes on any intellectual property rights of such third party, provided, however, that Licensee’s use is consistent with the terms and conditions of this Agreement infringes and that the Action is not caused by the use of the Licensed Software or otherwise violates a third party’s Trademarksany component thereof in combination with any other system, equipment or Software where but for such use, the Action for infringement would not lie. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

Indemnification by Licensor. 8.1 Licensor shall defend, indemnify indemnify, and hold harmless Licensee and its AffiliatesAffiliates (other than Licensor), and their respective employees, officers, directors, employees, agents, shareholders, successors agents and assigns, representatives (collectively, the “Licensee Indemnified Parties”) ), harmless from and against any claimand all losses, suit, demand or action costs and reasonable expenses (“Action”including reasonable attorneys’ fees), damages, and liabilities arising out of any and all direct losses suffered or incurred claim by Licensee in connection with any third party claims (a) arising out of against any Licensee Indemnified Party that any use of, or resulting from access to, the Licensed Database IP, Licensed Software or Licensed Manager Usage by such Licensee Indemnified Party as expressly authorized under or contemplated by these Terms infringes or misappropriates, as applicable, any breach by Licensor trademarks, patent, copyrights, trade secrets or other intellectual property rights of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify ; provided that Licensee shall be conditioned on gives Licensor (ai) Licensee’s provision to Licensor of prompt written notice of such an Action (except where any delay does not materially prejudice Licensor)claim; (bii) Licensee’s reasonable cooperation with Licensor in authority to control and direct the defense and settlement of such an Action claim; and (iii) such information and assistance as Licensor may reasonably request, at Licensor’s cost; and (c) expense, in connection with such defense or settlement. Notwithstanding the foregoing, Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may shall not settle any Action third-party claim against any Licensee Indemnified Party (A) if such settlement requires such Licensee Indemnified Party to admit to any wrongdoing (other than in respect of any actual wrongdoing by such Licensee Indemnified Party), or (B) unless (i) such settlement completely and forever releases such Licensee Indemnified Party with respect thereto, or (ii) such Licensee Indemnified Party provides its prior written consent to such settlement. In any action for which Licensor provides defense on behalf of any Licensee Indemnified Party, such Licensee Indemnified Party may participate in such defense at its own expense by counsel of its choice. 8.2 Notwithstanding Section 8.1, Licensor shall have no obligation or liability to the extent that the alleged infringement is caused by (i) the combination, operation, or use of the Licensed Database IP, Licensed Software or Licensed Manager Usage with products, services, information, materials, technologies, business methods or processes not furnished by Licensor; (ii) modifications to the Licensed Database IP, Licensed Software or Licensed Manager Usage, which modifications are not made by Licensor or its agents; (iii) failure to use updates to the Licensed Database IP, Licensed Software or Website Content provided by Licensor, provided that updates to the Licensed Database IP and Licensed Software are in all material respects equivalent to, and may be readily substituted for, the Software being updated; and provided further that Licensee shall be afforded a manner reasonable amount of time to implement any update; or (iv) use of the Licensed Database IP or Licensed Software except in accordance with any applicable user documentation or specifications which have been specifically notified to Licensee (circumstances under the foregoing clauses (i) - (iv), collectively, “Licensee Indemnity Responsibilities”). 8.3 Upon the occurrence of any claim for which indemnity is or may be due under this Section 8, or in the event that adversely affects Licensee without Licensor reasonably believes that such a claim is likely, Licensor may, at its option (i) appropriately modify the Licensed Database IP, Licensed Software or Licensed Manager Usage so that they become non-infringing (provided such modifications do not alter the functionality or operations of the Licensed Database IP or Licensed Software in any material adverse respect), or substitute functionally equivalent software or services (at no cost to the Licensee, including for any required customizations); (ii) obtain a proper license to the applicable third-party intellectual property rights; or (iii) if the foregoing options in clause (i) and (ii) are not reasonably available, terminate the license to the affected Licensed Database IP or Licensed Software or cease use of the affected Licensed Manager Usage. The obligations set forth in this Section 8 shall constitute Licensor’s entire liability and Licensee’s prior written consent, not sole remedy for any actual or alleged infringement or misappropriation referred to be unreasonably withheld or delayed)in Section 8.1.

Indemnification by Licensor. Licensor shall defend("Indemnitor") will indemnify, indemnify defend and hold Licensee harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claimand all claims, suitlosses, demand or action costs, liabilities and expenses (“Action”including reasonable attorneys' fees), and any and all direct losses suffered arising as a result of or incurred by Licensee in connection with Licensor's alleged infringement of any intellectual property rights arising from Licensor's products, or for breach of any representations or warranties provided: (i) Licensee promptly gives written notice of any claim to Licensor; (ii) at Licensor's expense, the Licensee provides any assistance that Licensor may reasonably request for the defense of the claim; and (iii) Licensor has the right to control the defense or settlement of the claim, provided however, that the Licensee shall have the right to participate in, but not control, any litigation for which indemnification is sought with counsel of its own choosing, at its own expense. Additionally, if an injunction or order issues restricting the use or distribution of any of the Licensor's Products, or if Licensor determines that Licensor's Products are likely to become the subject of a claim of infringement or violation of a patent, copyright, trade secret or other intellectual or proprietary right of any third party claims party, Licensor shall, at its option and expense: (a) arising out of or resulting from any breach by Licensor of any provision of procure the right for licensee to continue using, reproducing, and distributing Licensor's Products pursuant to this Agreement agreement; or (b) replace or modify the Licensor's products so that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes they become noninfringing, provided such modification or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay replacement does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in alter or affect the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control specifications for or the use or operation of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensor's Products. UNDER NO CIRCUMSTANCE WILL LICENSOR BE LIABLE TO INDEMNIFY LICENSEE UNDER THIS PROVISION FOR ANY AMOUNT GREATER THAN THE FEES PAID UNDER THIS AGREEMENT BY LICENSEE. Licensor's Initial _______ Licensee’s prior written consent, not to be unreasonably withheld or delayed).'s Initial ______

Indemnification by Licensor. Licensor LICENSOR shall defend, indemnify and hold LICENSEE harmless Licensee from all losses, liabilities, damages and its Affiliates, expenses (including reasonable attorneys’ fees and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”costs) from and against incurred by LICENSEE as a result of any Third Party claim, suitdemand, demand action or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any other proceeding related to breach by Licensor LICENSOR of the warranties set forth in Article 5, or any provision of this Agreement or (b) legal action filed in any court based upon the allegation that LICENSEE’s use of the Licensed Marks Technology infringes upon such Third Party’s intellectual property rights. Indemnification by Licensee LICENSOR shall not include any allegation of infringement by a Licensed Product used or sold by LICENSEE or its Affiliates to the extent that the element or feature of the Licensed Product that is alleged to be in accordance with breach of warranty or infringing is unrelated to the terms and conditions Licensed Technology. If LICENSEE proposes to seek indemnification from the LICENSOR under the provisions of this Agreement infringes Section 10.4, it shall notify the LICENSOR in writing within thirty (30) days of receipt of notice of any such claim or otherwise violates a third party’s Trademarkssuit. Licensor’s LICENSOR shall have the right but not the obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor participate in the defense and settlement of such an Action at Licensor’s cost; claim, and (c) Licensor having exclusive control the parties shall mutually agree upon counsel and monetary settlement terms with respect to any such claim. LICENSOR agrees to promptly make arrangements to pay for any legal fees pursuant to the foregoing indemnification provisions during the pendency of any Third Party claim, demand, action or other proceeding, giving rise to the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed)claim for indemnification.

Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its Affiliatesrepresentatives (with respect to a party, and their respective its officers, directors, employeesequity owners, agentsemployees and other representatives and its parents, shareholderssubsidiaries and affiliates and their officers, successors directors, equity owners, employees and assigns, other representatives (collectively, the “Licensee PartiesRepresentatives”)) from and against any claimand all claims, suitdamages, demand or action liabilities, costs and expenses, including reasonable outside counsel fees (“ActionDamages”), and any and all direct losses suffered or incurred by Licensee in connection with any arising from a third party claims claim (aor threatened claim) (i) arising out of from or resulting from any relating to the breach by Licensor of any provision of its representations or warranties or any material provisions of this Agreement or (bii) that use any of the Licensed Marks by Licensee Included Programs or exhibition thereof in strict accordance with this Agreement, under the terms law of the Territory, infringe upon the trade name, trademark, copyright, music synchronization, literary or dramatic right or right of privacy of any claimant (not including public performance/making available, mechanical/reproduction/copying and conditions other rights which are covered under Section 11 of this Agreement infringes Schedule) or otherwise violates constitutes a third party’s Trademarkslibel or slander of such claimant; provided that Licensee shall promptly notify Licensor of any such claim or litigation of which it becomes aware. Notwithstanding the foregoing, the failure to provide such prompt notice shall diminish Licensor’s obligation indemnification obligations only to the extent Licensor is actually prejudiced by such failure. In addition, Licensor shall not be required to indemnify Licensee shall be conditioned on (a) or its Representatives for any claims resulting from Licensee exhibiting an Included Programs or using Advertising Materials in a form other than as delivered by Licensor, or due to Licensee’s provision editing or modification of any Included Programs or Advertising Materials, or due to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement authorization of such an Action at Licensor’s cost; and (c) Licensor having exclusive control a third party to do any of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed)foregoing.

Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless Licensee Mercury Interactive and its Affiliatesall applicable Affiliates and Mercury Interactive Alliance Partners, and their respective officers, directors, employees, End Users, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any and all actual, damages, liabilities, settlements, costs and expenses (including legal expenses and the expenses of other professionals) as incurred, resulting from or arising out of any claim, suitdemand, demand or cause of action which alleges that the Licensor Software, Documentation, or Licensor QA Tools or any part thereof provided to Mercury Interactive hereunder as licensed or sublicensed hereunder infringes on of any patent or any copyright or misappropriation of any trade secret, or infringes or misappropriates any other Intellectual Property right of a third party (“ActionClaim”). Mercury Interactive or its Affiliate will provide Licensor with prompt written notice of the filed Claim and permit Licensor to control the defense, and any and all direct losses suffered settlement, adjustment or incurred by Licensee compromise of such Claim; provided, however, that if the Claim is one of multiple claims in connection with any third party claims a lawsuit against Mercury Interactive and/or its Affiliates, Mercury Interactive may, at its sole discretion, elect to participate in control the defense, settlement, adjustment or compromise of the Claim against Mercury Interactive, in which event: (a) arising out of the parties agrees to cooperate together and provide any assistance as may be reasonably necessary for the defense, settlement, adjustment or resulting from any breach by Licensor compromise of any provision of this Agreement or such Claim, and (b) that use Licensor shall not be relieved of its indemnification and hold harmless obligations under this Section 12, whereby Licensor remains responsible for its proportionate share of the Licensed Marks by Licensee in accordance damages, liabilities, settlements, costs and expenses relating to the Claim and attributable to Licensor. Mercury Interactive may employ counsel at its own expense to assist it with respect to the terms and conditions Claim; provided, however, that if such counsel is necessary because of this Agreement infringes a conflict of interest of either Licensor or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to its counsel or because Licensor of prompt notice does not assume control, Licensor will bear the expense of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not counsel. Mercury Interactive shall have no authority to settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed)Claim on behalf of Licensor.

Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless Licensee and at its Affiliatessole expense, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suitsuit or proceeding brought against Licensee by a third party insofar as such suit or proceeding shall be based upon a claim (A) that if true would be a breach of the representations, demand warranties or action agreements made by Licensor under this Agreement, or (“Action”)B) a claim that the Licensor Properties or any modifications made by Licensor to the Licensee Technology or part thereof (unless any such modification was made by or at the written request of Licensee) where such infringement would not have occurred but for such modification, violate or infringe any copyright of such third party. Licensor shall pay any damages and costs finally awarded against Licensee, and/or settlement amounts agreed to with respect to any and all direct losses suffered such claim, provided that: (A) Licensor shall have been promptly notified of the suit or incurred claim by Licensee in connection and provided with any third party claims (a) arising out a copy of each communication, notice or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation other action relating to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor)said claim; (bB) Licensee’s reasonable cooperation with Licensor in shall have the defense and right to assume sole authority to conduct the trial or settlement of such an Action claim or any negotiations related thereto at Licensor’s cost's expense; and (c) Licensee shall have provided Licensor having exclusive control all information and assistance reasonably requested by Licensor in connection with such claim or suit. Subject to the foregoing, Licensee shall have the right, at its own expense and in its absolute discretion, to employ attorneys of its own choice and to participate in the defensedefense and/or settlement of any claim, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld suit or delayed)proceeding covered under this Section 9.6.

Indemnification by Licensor. Licensor shall defend, does hereby indemnify and hold harmless Licensee and its AffiliatesLicensee, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered liabilities, damages and expense (including reasonable attorneys' fees, costs and expenses) which Licensee may incur or incurred be obligated to pay in any action or claim against Licensee for infringement of any other person's claimed right to use a trademark in the Territory, but only where such action or claim results from Licensee's use of the Trademark in the Territory in accordance with the terms of this Agreement. Licensee shall give Licensor prompt written notice of any such claim or action and thereupon Licensor shall undertake and conduct the defense of any suit so brought. It is understood, however, that if there is a dispute between Licensor and Licensee as to whether the suit was brought as a result of Licensee's failure to use the Trademark in accordance with the terms of this Agreement Licensee may be required to conduct such defense unless and until it is determined that no such misuse of the Trademark occurred. In the event appropriate action is not taken by Licensor within thirty (30) days of its receipt of notice from Licensee, Licensee shall have the right to defend such claim or action in its own name, but no settlement or compromise of any such claim or action may be made without the prior written approval of Licensor. In either case, Licensor and Licensee shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such defense. Such indemnification shall be deemed to apply solely to the amount of the judgment, if any, against Licensee, and sums paid by Licensee in connection with its defense, and shall not apply to any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks consequential damages suffered by Licensee which are not included in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarksaforementioned judgment. Licensor’s obligation Such indemnification shall not apply to indemnify any damages sustained by Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice by reason of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed)claimed infringement other than those specified above.

Indemnification by Licensor. The Licensor shall agrees to defend, indemnify and hold harmless the Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors agents and assigns, (collectively, the “Licensee Parties”) employees harmless from and against any claimand all claims, suitdemands, demand or action (“Action”)liabilities, actions, judgments, and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) expenses, including reasonable attorneys' fees, arising out of or resulting from related to: (a) any breach by Licensor claim that the Licensed Product directly infringes any U.S. patent issued as of any provision the date of this Agreement or any copyright, trade secret or trademark, or other proprietary rights of any third party ("IP Claim"); provided that: (i) the Licensee notifies the Licensor promptly in writing of any such claim, (ii) the Licensor has the sole control of the defense and all related settlement negotiations, and (iii) the Licensee provides the Licensor with all reasonably necessary assistance, information and authority to perform the foregoing at the Licensor's expense; and (b) any material breach or alleged material breach of any of the Licensor's representations and warranties or covenants hereunder, provided, however, that this Section 3.5 shall not apply to the extent that the alleged infringement arises out of or relates to the Licensee's or Sublicensee's unauthorized combination, operation or use of Licensed Product with software that does not originate from the Licensed Marks Licensor, modifications to the Software or Custom Application not developed by or on behalf of the Licensor and not authorized by the Licensor, or if the alleged infringement arises out of the use of technology, business methods, trade secrets, know-how, or copyrighted material provided by Licensee to Licensor and used or incorporated by Licensor in a Custom Application in accordance with Licensee's instructions (a "Non-Indemnified IP Claim"), even if the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice has been made aware of such combination, operation or use or of such modifications. For the avoidance of doubt, an Action (except where any delay IP Claim does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in include a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed)Non-Indemnified IP Claim.

Indemnification by Licensor. 9.2.1. Each Licensor shall defend(severally and not jointly) will indemnify, indemnify defend and hold harmless Licensee Licensee, its Affiliates and its Affiliatestheir respective directors, officers, employees, consultants, licensors and agents, and their respective officerssuccessors, directors, employees, agents, shareholders, successors and assigns, assigns (collectively, the each a “Licensee Parties”) from and against any claim, suit, demand or action (“ActionIndemnitee”), and any and against all direct losses suffered or incurred by Licensee in connection with any third party claims suits, actions, claims, proceedings, liabilities, demands, damages, losses, or expenses (aincluding legal expenses, investigative expenses, and reasonable attorneys’ fees) resulting from, arising out of, or otherwise attributable to such Licensor’s breach of its express representations and warranties set forth in Section 6.1 of this Agreement, except to the extent resulting from, arising out of, or resulting from any otherwise attributable to Licensee’s breach by Licensor of any provision express representation, warranty or covenant set forth in Section 6.2, or any act of gross negligence or intentional misconduct by a Licensee Indemnitee. 9.2.2. Licensee will promptly give notice to Licensors of any suits, actions, claims, proceedings, liabilities, demands, damages, losses, or expenses which might be covered by this Agreement or (b) that use Section 9.2 and Licensors will have the right to defend the same, including selection of the Licensed Marks by Licensee in accordance with the terms counsel and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (proceedings; provided that Licensors will not, without the written consent of Licensee, settle or consent to the entry of any judgment with respect to any such third party claim (x) that does not release the Licensee Indemnitee(s) from all liability with respect to such third party claim or (y) which may materially adversely affect Licensee or the Licensee Indemnitee or under which Licensee or the Licensee Indemnitee would incur any obligation or liability, other than one as to which a Licensor may not settle any Action in a manner that adversely affects has an indemnity obligation hereunder. Licensee without agrees to fully cooperate and aid such defense. Licensee at all times reserves the right to select and retain counsel of its own at its own expense to defend Licensee’s prior written consent, not to be unreasonably withheld or delayed)interests.

Indemnification by Licensor. (a) Except to the extent of Licensee's responsibility under Section 7.2 below and subject to Section 8.1 (Limitation of Liability) below, Licensor shall defendindemnify, indemnify defend and hold harmless Licensee Licensee, its Affiliates and its Affiliatestheir respective directors, officers, employees, and agents, and their respective officerssuccessors, directorsheirs and assigns (the "Licensee Indemnities"), employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claimliability, suitdamage, demand loss or action expense (“Action”), including reasonable attorney's fees and any and all direct losses suffered or expenses of litigation) incurred by or imposed upon such Licensee Indemnities or any of them, in connection with any third party claims Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters, to the extent arising out of (a) arising out any actions or omissions of or resulting from Licensor under this Agreement, (b) any material breach by Licensor of any provision of this Agreement by Licensor, or (c) the gross negligence or willful misconduct on the part of Licensor or patent infringement or infringement of other intellectual property rights with respect to Licensee's manufacture, distribution, sale, export or import of the SI Bioreactor Vessel System to the extent such infringement action is based on use of the UMBC Patent Rights and UMBC Know-how hereunder or the Bioreactor Vessels. (b) that use Licensor, at its own expense, shall defend all such suits or actions within the scope of the Licensed Marks its indemnity obligations under this Section 7.1, provided Licensor is promptly notified of such suits or actions, given access to all evidence in Licensee's possession, and given reasonable assistance by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive 's sole control of the defense, defense thereof and all negotiations for its settlement and/or or compromise. Licensor shall have no liability to Licensee for any settlement or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects incurred or made by Licensee without Licensee’s Licensor's prior written consent, consent (which consent shall not to unreasonably be unreasonably withheld or delayed). Licensee's failure to give prompt notice will not vitiate Licensor's indemnity obligations unless the late notice has materially prejudiced Licensor's right of defense.

Indemnification by Licensor. Licensor represents and warrants that: (i) it is the owner of the Trademarks; (ii) it has all necessary rights to the Images for the purposes set forth in this Agreement; (iii) the Trademarks are valid in the Territory; and (iv) the Trademarks are, to the best of Licensor's knowledge, free from any claim by any third party that would unreasonably interfere with the rights granted to Licensee under this Agreement. Licensor shall defendindemnify, indemnify defend and hold harmless Licensee Licensee, its subsidiaries and its Affiliatesaffiliates, and their respective shareholders, licensees and franchisees and the agents, officers, directorsdirectors and employees of each against and from all costs, employeesclaims, agentssuits, shareholderslosses, successors damages and assignsexpenses, including, without limitation reasonable attorneys' fees (collectively, provided prompt notice of each such claim or suit which comes to the “attention of Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred is given to Licensor by Licensee in connection with any third party claims (aLicensee) arising out of or resulting from any breach in connection with the authorized use of the Playboy Properties on or in connection with the Products by Licensor Licensee in the Territory, but in no event shall such indemnification include incidental or consequential damages, including, but not limited to compensation or reimbursement for loss of any provision prospective profits, anticipated sales or other losses occasioned by termination of this Agreement or (b) any other reason(s). Licensor shall have the option to settle or to undertake and conduct the defense of any such claim or suit. Licensor shall have sole and exclusive control over such defense, and Licensor's decisions with respect thereto shall govern and control. Licensee expressly covenants that use of the Licensed Marks no discussions by Licensee in accordance whatsoever with the terms claimant or litigant, no compromise or settlement by Licensee of any claim or suit and conditions of this Agreement infringes no negotiations by Licensee with respect to any compromise or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee settlement shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in had, made or entered into without the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed)approval of Licensor.

Indemnification by Licensor. Subject to the provisions of this Section 12, Licensor shall defendat its expense, indemnify and hold harmless defend any action against Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, to the “Licensee Parties”) from and against any claim, suit, demand or extent such action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) is based on a claim that the use of the Licensed Marks by Licensee Technology or a component of the Licensed Technology as contemplated in accordance with the terms and conditions of this Agreement infringes a patent, copyright, trademark or otherwise violates other intellectual property right, and Licensor shall pay those damages or costs awarded against Licensee notifies Licensor promptly in writing of such action, Licensee gives Licensor sole control of the defense thereof (and any negotiations for settlement or compromise thereof as far as legally 13 13 possible), and Licensee cooperates in the defense thereof at Licensor's expense. If Licensed Technology or any component of the Licensed Technology becomes, or in Licensor's opinion is likely to become, the subject of a third party’s Trademarks. Licensor’s obligation to indemnify claim of infringement, then Licensee shall be conditioned on permit Licensor, at its option and expense, including all costs and expenses of Licensee either to (i) procure for Licensee the right to continue using the Licensed Technology or the infringing component of the Licensed Technology or (ii) replace or modify Licensed Technology or the infringing component of the Licensed Technology so that it becomes noninfringing. Licensee shall not incur any costs of expenses for the account of Licensor under or pursuant to this Section 12 (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice without Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s 's prior written consent, not to be unreasonably withheld or delayed).

Indemnification by Licensor. Licensor shall agrees to indemnity, defend, indemnify and hold harmless Licensee and (including its Affiliates, and their respective officers, directors, shareholders, employees, trustees, agents, shareholderslab directors, successors technologists and assigns, (collectively, the “Licensee Parties”other staff or representatives) harmless from and against any claimall Losses, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from (i) any breach by Licensor of its representations, warranties and obligations under this Agreement, (ii) any provision of this Agreement claim brought by a third party to the extent It alleges damages resulting from a problem or defect with the BJONIK Intellectual Property, or (biii) that use of the Licensed Marks any claim brought by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party to the extent it alleges that and BIONIK Intellectual Property infringes any patent, copyright, or trademark, or misappropriates any trade secret, of that third party’s Trademarks. Licensor’s Licensee will promptly notify Licensor of any threatened or pending claims, demands, causes of action, losses, damages, penalties, fines, expenses or judgments that could give rise to an obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to under this Section, Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in will control the defense of any action in which Licensee is indemnified under this Agreement, including the right to select counsel, and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not to settle any Action in a manner that adversely affects claim; provided that, without the written consent of Licensee without Licensee’s prior written consent, (which will not to be unreasonably withheld or delayed), Licensor will not agree to settle any claim against Licensee to the extent such settlement would create any obligation or action on the part of Licensee other than the payment of money (subject to indemnification) or would have a material, adverse effect on Licensee. Licensee will cooperate as reasonably requested (at the expense of Licensor) in the defense of any such action.

Indemnification by Licensor. Licensor shall indemnify, defend, indemnify and hold End User harmless Licensee and its Affiliatesfrom any third-party claim, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claimaction, suit, demand or action (“Action”), proceeding alleging that End User’s access and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee Product in accordance with this Agreement infringes such third party’s patent, trademark, or copyright. Licensor shall also reimburse End User’s reasonable attorney’s fees and costs actually incurred and any damages finally awarded against End User by a court of competent jurisdiction or agreed to by Licensor in a settlement. If a third-party claim is made or appears likely to be made, Licensor, in its sole discretion, may: (i) procure the right for End User to continue accessing or using the Product under the terms of this Agreement; or (ii) modify or replace the Product to be non-infringing without material decrease in functionality. If Licensor, in its sole discretion, determines that neither of the foregoing options is reasonably feasible, Licensor may terminate End User’s license to or right to use the Product upon written notice to End User, and provide or authorize a pro rata refund of the fees paid by End User to Licensor, respectively, for the remainder of the applicable License Term. THE FOREGOING SHALL BE LICENSOR’S ENTIRE OBLIGATION AND END USER’S EXCLUSIVE REMEDY REGARDING ANY THIRD-PARTY CLAIM AGAINST END USER. Licensor shall have no indemnity obligation for any claim to the extent such claim, in whole or in part, is based on: (i) a modification of the Product by End User or a third party; (ii) access or use of the Product in a manner that violates the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor)Agreement; (biii) Licensee’s reasonable cooperation with Licensor in failure to use the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control most recent, equally compatible or functionally equivalent version of the defenseproduct supplied by the Licensor to address such claim; or (iv) combination, settlement and/or compromise operation, or use of the Product with hardware or software not supplied by the Licensor, if a claim would not have occurred but for such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consentcombination, not to be unreasonably withheld operation, or delayed)use.