Indemnification by Partner. If an action is brought against Licensor and/or its Affiliates by a third party arising from (a) any taxes and related costs, interest and penalties paid or payable by Licensor and/or its Affiliates, (b) Partner or its Affiliates’ breach of Sections 3.1, 10 or 11 of this Agreement, including any action in excess of Partner’s authority hereunder, (c) any agreement between Partner and its distributors, resellers or End Users, or (d) a claim that any Partner Product infringes, misappropriates or violates any patent, copyright or trademark of any third party or Partner's combining (or its authorizing others to combine) the Software with any products not provided by Licensor, then Partner shall defend Licensor and its Affiliates, at Partner's expense, and shall pay any settlement amounts Partner authorizes and all damages, costs and attorneys’ fees finally awarded against Licensor and/ or its Affiliates in the action.
Appears in 6 contracts
Samples: Partner Agreement, Partner Agreement, Partner Agreement
