Common use of Indemnification By Publisher Clause in Contracts

Indemnification By Publisher. Publisher shall indemnify and hold the Sony Computer Entertainment America SCE Company harmless from and against any and all claims, demands, losses, liabilities, damages, expenses and costs, including reasonable fees for lawyers, expert witnesses and litigation costs, and costs incurred in the settlement or avoidance of any such claim, in connection with or which result from (i) a breach of any of the provisions of this Agreement; (ii) any claim of infringement of a third party’s intellectual property rights or any consumer claim, with respect to Publisher’s Licensed Products, including claims related to Publisher’s support of unauthorized or unlicensed peripherals or software that are not part of the PlayStation 3 format specifications as set forth in the Guidelines; (iii) any claim related to any Licensed Product features or capability related to cross-regional Online Gameplay; (iv) any claims of or in connection with any personal or bodily injury (including death or disability) or property damage arising out of, in whole or in part, the development, marketing, advertising, sale, distribution or use of any of the Licensed Products (or portions thereof) unless due directly and solely to the breach of the SCE Company in performing any of the specific duties or providing any of the specific services required of it hereunder; or (v) any federal, state or foreign civil or criminal investigations or actions relating to the development, marketing, advertising, sale or distribution of Licensed Products (all subsections collectively, “Publisher-Indemnified Claim(s)”), provided that (a) the SCE Company shall give prompt written notice to Publisher of the assertion of any Publisher-Indemnified Claim; (b) Publisher shall have the right to select counsel and control the defense and settlement of any Publisher-Indemnified Claim, except that with respect to any Publisher-Indemnified Claims made by a third party against the SCE Company, the SCE Company shall have the right to select counsel for the SCE Company and reasonably control the defense and settlement of the Publisher-Indemnified Claim against the SCE Company; and (c) the SCE Company shall provide Publisher with reasonable assistance and cooperation concerning any Publisher-Indemnified Claim, except that the SCE Company need not incur any out-of-pocket costs in rendering such assistance and cooperation. Subject to the foregoing, Publisher shall have the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to Publisher-Indemnified Claims as shall be deemed appropriate by Publisher.

Indemnification By Publisher. Publisher shall indemnify and hold the Sony Computer Entertainment America SCE Company and its Affiliates and each of their respective officers, directors, employees, agents, representatives, successors and assigns harmless from and against any and all claims, demands, losses, liabilities, damages, expenses and costs, including reasonable fees for lawyers, expert witnesses and litigation costs, and costs incurred in the settlement or avoidance of any such claim, in connection with or which result from that relate to (i) a breach or alleged breach of any of the provisions of this AgreementPublisher’s representations or warranties set forth in Section 16.2, or in any collateral contract; (ii) any claim of asserted or actual infringement of a third party’s intellectual property rights Intellectual Property Rights or any individual consumer or class action claim, with respect to Publisher’s Licensed ProductsPublisher Property, including claims related to Product Proposals, Product Information, Printed Materials, Advertising Materials, Packaging not provided by the Designated Manufacturing Facility, User Content, and their disclosure or use under this GDPA; (iii) Publisher’s support of unauthorized or unlicensed peripherals Peripherals or software that are do not part of the PlayStation 3 comply with an appropriate System format specifications specification as set forth in the Guidelines; (iiiiv) Publisher’s Advertising Materials, Product Information, or Publisher’s failure to comply with Additional Terms or the applicable EXXX; (v) any claim related to any Licensed PlayStation Compatible Product features or capability related to cross-regional Online GameplayActivity; (ivvi) any claims of asserted or in connection with any actual personal or bodily injury (including death or disability) or property damage arising out of, in whole or in part, the development, marketing, advertising, sale, distribution or use of any of the Licensed PlayStation Compatible Products (or portions thereof) unless due directly and solely to the breach of the SCE Company in performing any of the specific duties or providing any of the specific services required of it hereunderunder this GDPA; or (vvii) any federal, state or foreign civil or criminal investigations or actions relating to the development, marketing, advertising, sale or distribution of PlayStation Compatible Products; (viii) access to a Licensed Products Product outside of the country where SCE directs activity under Section 9.2.9 (Territory Restrictions), (ix) any claim relating to Publisher’s handling of data collected from or through a System or software on a System by or on behalf of Publisher or any data provided to Publisher by SCE pursuant to Section 12.4, or (x) any penalties or interest assessed against SCE or an Affiliate for any taxes or charges Publisher is required to remit to any governmental taxing authority with respect to payments made to SCE or an Affiliate (all subsections collectively, “Publisher-Indemnified Claim(s)”), provided that (a) the SCE Company shall give prompt written notice to Publisher of the assertion of any Publisher-Publisher- Indemnified Claim; (b) Publisher shall have the right to select counsel and control the defense and settlement of any Publisher-Indemnified Claim, except that with respect to any Publisher-Publisher- Indemnified Claims made by a third party against the SCE, SCE Company, the SCE Company shall have the right to select counsel for the SCE Company itself and reasonably control the defense and settlement of the Publisher-Indemnified Claim against the SCE CompanySCE; and (c) the SCE Company shall provide Publisher with reasonable assistance and cooperation concerning any Publisher-Indemnified Claim, except that the SCE Company need not incur any out-of-pocket costs in rendering such assistance and cooperation. Subject to the foregoing, Publisher shall have the exclusive rightmay, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to Publisher-Indemnified Claims as shall be deemed appropriate by Publisher.

Indemnification By Publisher. Each Publisher Affiliate shall indemnify and hold the Sony Computer Entertainment America SCE Company SIE and its Affiliates and each of their respective officers, directors, employees, agents, representatives, successors and assigns harmless from and against any and all third-party claims, demands, losses, liabilities, damages, expenses and costs, including reasonable fees for lawyers, expert witnesses and litigation costs, and costs incurred in the settlement or avoidance of any such claim, in connection with or which result from that relate to (i) a breach or alleged breach of any of the provisions of Publisher’s representations or warranties set forth in Section 16.2, or any express representations or warranties offered by Publisher in any collateral contract subject to this AgreementGDPA; (ii) any claim of asserted or actual infringement of a third party’s intellectual property rights Intellectual Property Rights or any individual consumer or class action claim, with respect to Publisher Property, Product Proposals, Product Information, Printed Materials, Advertising Materials, Packaging not provided by the Designated Manufacturing Facility, and their disclosure or use under this GDPA, in each case solely to the extent used or disclosed in accordance with the terms of this GDPA ; (iii) asserted or actual infringement of a third party’s Intellectual Property Rights [***], in each case exclusive of any SIE Materials or Licensed Trademarks therein (as applicable), any third party property or materials incorporated [***] that were not included in the underlying PlayStation Compatible Product in the form published by Publisher’s Licensed Products, including claims related and solely to the extent [***] within an applicable PlayStation Compatible Product; (iv) Publisher’s support of unauthorized or unlicensed peripherals Peripherals or software that are do not part of the PlayStation 3 comply with an applicable System format specifications specification as set forth in the Guidelines; (iiiv) Publisher’s Advertising Materials and Product Information (in each case as used in accordance with the terms of this GDPA ), or Publisher’s failure to comply with Additional Terms or the applicable Publisher XXXX; (vi) any claim related to any Licensed PlayStation Compatible Product features or capability related to cross-regional Online GameplayActivity that are implemented by Publisher; (ivvii) any claims of asserted or in connection with any actual personal or bodily injury (including death or disability) or property damage arising out of, in whole or in part, the development, marketing, advertising, sale, distribution or use of any of the Licensed PlayStation Compatible Products (or portions thereof) unless due directly and solely to the breach of the SCE any SIE Company or Affiliate in performing any of the specific duties or providing any of the specific services required of it hereunderunder this GDPA; or (vviii) any federal, state or foreign civil or criminal investigations or actions relating to the development, marketing, advertising, sale or distribution of Licensed Products PlayStation Compatible Products; or (ix) any claim alleging that Publisher’s handling of data collected from or through a System or software on a System by or on behalf of Publisher, or any data provided to Publisher by SIE pursuant to Section 12.4, violated applicable data security and privacy laws, rules and regulations, (all subsections collectively, “Publisher-Publisher- Sony Computer Entertainment PLAYSTATION GDPA version 1.00 32 CONFIDENTIAL Indemnified Claim(s)”), provided that (a) the SCE Company SIE shall give prompt written notice to Publisher of the assertion of any Publisher-Indemnified Claim; (b) Publisher shall have the right to select counsel and control the defense and settlement of any Publisher-Indemnified Claim, except that with respect to any Publisher-Indemnified Claims made by a third party against the SCE CompanySIE, the SCE Company SIE shall have the right to select counsel for the SCE Company itself and reasonably control the defense and settlement of the Publisher-Indemnified Claim against SIE, provided however that any applicable SIE Company shall not agree to the SCE Companysettlement of any Publisher-Indemnified Claim that would require Publisher to admit liability or otherwise prejudice Publisher without the applicable Publisher Affiliate’s prior written consent; and (c) the SCE Company SIE shall provide Publisher with reasonable assistance and cooperation concerning any Publisher-Indemnified Claim, except that the SCE Company SIE need not incur any out-of-pocket costs in rendering such assistance and cooperation. Subject to the foregoing, Publisher shall have the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to Publisher-Indemnified Claims as shall be deemed appropriate by Publisher. In the event of any Publisher-Indemnified Claim (or other third party claim, demand or threat made directly against Publisher) relating to any User Content, upon request from Publisher, SIE will promptly take down (or have taken down) and cease all use and distribution of any such User Content from PSN or any other channel or outlet under any SIE Company’s control.

Indemnification By Publisher. Publisher shall indemnify and hold the Sony Computer Entertainment America SCE Company SIE and its Affiliates and each of their respective officers, directors, employees, agents, representatives, successors and assigns harmless from and against any and all third-party claims, demands, losses, liabilities, damages, expenses and costs, including reasonable fees for lawyers, expert witnesses and litigation costs, and costs incurred in the settlement or avoidance of any such claim, in connection with or which result from that relate to (i) a breach or alleged breach of any of Publisher’s representations or warranties set forth in Section 16.2, or any express representations or warranties offered by Publisher in any collateral contract subject to the provisions of this AgreementGDPA; (ii) any claim of asserted or actual infringement of a third party’s intellectual property rights Intellectual Property Rights or any individual consumer or class action claim, with respect to Publisher’s Licensed ProductsPublisher Property, including claims related to Product Proposals, Product Information, Printed Materials, Advertising Materials, Packaging not provided by the Designated Manufacturing Facility, User Content, and their disclosure or use under this GDPA; (iii) Publisher’s support of unauthorized or unlicensed peripherals Peripherals or software that are do not part of the PlayStation 3 comply with an appropriate System format specifications specification as set forth in the Guidelines; (iiiiv) Publisher’s Advertising Materials, Product Information, or Publisher’s failure to comply with Additional Terms or the applicable XXXX; (v) any claim related to any Licensed PlayStation Compatible Product features or capability related to cross-regional Online GameplayActivity; (ivvi) any claims of asserted or in connection with any actual personal or bodily injury (including death or disability) or property damage arising out of, in whole or in part, the development, marketing, advertising, sale, distribution or use of any of the Licensed PlayStation Compatible Products (or portions thereof) unless due directly and solely to the breach of the SCE Company SIE in performing any of the specific duties or providing any of the specific services required of it hereunderunder this GDPA; or (vvii) any federal, state or foreign civil or criminal investigations or actions relating to the development, marketing, advertising, sale or distribution of Licensed Products PlayStation Compatible Products; or (viii) any claim relating to Publisher’s handling of data collected from or through a System or software on a System by or on behalf of Sony Computer Entertainment PLAYSTATION GDPA version 1.01 CONFIDENTIAL Publisher or any data provided to Publisher by SIE pursuant to Section 12.4 (all subsections collectively, “Publisher-Indemnified Claim(s)”), provided that (a) the SCE Company SIE shall give prompt written notice to Publisher of the assertion of any Publisher-Indemnified Claim; (b) Publisher shall have the right to select counsel and control the defense and settlement of any Publisher-Indemnified Claim, except that with respect to any Publisher-Indemnified Claims made by a third party against the SCE CompanySIE, the SCE Company SIE shall have the right to select counsel for the SCE Company itself and reasonably control the defense and settlement of the Publisher-Indemnified Claim against the SCE CompanySIE; and (c) the SCE Company SIE shall provide Publisher with reasonable assistance and cooperation concerning any Publisher-Indemnified Claim, except that the SCE Company SIE need not incur any out-of-pocket costs in rendering such assistance and cooperation. Subject to the foregoing, Publisher shall have the exclusive rightmay, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to Publisher-Indemnified Claims as shall be deemed appropriate by Publisher.

Indemnification By Publisher. Publisher shall indemnify and hold the Sony Computer Entertainment America SCE Company SIE and its Affiliates and each of their respective officers, directors, employees, agents, representatives, successors and assigns harmless from and against any and all third-party claims, demands, losses, liabilities, damages, expenses and costs, including reasonable fees for lawyers, expert witnesses and litigation costs, and costs incurred in the settlement or avoidance of any such claim, in connection with or which result from that relate to (i) a breach or alleged breach of any of Publisher’s representations or warranties set forth in Section 16.2, or any express representations or warranties offered by Publisher in any collateral contract subject to the provisions of this AgreementGDPA; (ii) any claim of asserted or actual infringement of a third party’s intellectual property rights Intellectual Property Rights or any individual consumer or class action claim, with respect to Publisher’s Licensed ProductsPublisher Property, including claims related to Product Proposals, Product Information, Printed Materials, Advertising Materials, Packaging not provided by the Designated Manufacturing Facility, User Content, and their disclosure or use under this GDPA; (iii) Publisher’s support of unauthorized or unlicensed peripherals Peripherals or software that are do not part of the PlayStation 3 comply with an appropriate System format specifications specification as set forth in the Guidelines; (iiiiv) Publisher’s Advertising Materials, Product Information, or Publisher’s failure to comply with Additional Terms or the applicable XXXX; (v) any claim related to any Licensed PlayStation Compatible Product features or capability related to cross-regional Online GameplayActivity; (ivvi) any claims of asserted or in connection with any actual personal or bodily injury (including death or disability) or property damage arising out of, in whole or in part, the development, marketing, advertising, sale, distribution or use of any of the Licensed PlayStation Compatible Products (or portions thereof) unless due directly and solely to the breach of the SCE Company SIE in performing any of the specific duties or providing any of the specific services required of it hereunderunder this GDPA; or (vvii) any federal, state or foreign civil or criminal investigations or actions relating to the development, marketing, advertising, sale or distribution of Licensed Products PlayStation Compatible Products; or (viii) any claim relating to Publisher’s handling of data collected from or through a System or software on a System by or on behalf of Sony Computer Entertainment Publisher or any data provided to Publisher by SIE pursuant to Section 12.4 (all subsections collectively, “Publisher-Indemnified Claim(s)”), provided that (a) the SCE Company SIE shall give prompt written notice to Publisher of the assertion of any Publisher-Indemnified Claim; (b) Publisher shall have the right to select counsel and control the defense and settlement of any Publisher-Indemnified Claim, except that with respect to any Publisher-Indemnified Claims made by a third party against the SCE CompanySIE, the SCE Company SIE shall have the right to select counsel for the SCE Company itself and reasonably control the defense and settlement of the Publisher-Indemnified Claim against the SCE CompanySIE; and (c) the SCE Company SIE shall provide Publisher with reasonable assistance and cooperation concerning any Publisher-Indemnified Claim, except that the SCE Company SIE need not incur any out-of-pocket costs in rendering such assistance and cooperation. Subject to the foregoing, Publisher shall have the exclusive rightmay, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to Publisher-Indemnified Claims as shall be deemed appropriate by Publisher.