Common use of Indemnification by Reseller Clause in Contracts

Indemnification by Reseller. Reseller shall indemnify and hold Malwarebytes harmless from and against any and all claims, liabilities, losses, damages or judgments, including all reasonable legal fees and expenses related thereto that arise from or are related to: (i) Reseller's modification, use or distribution of the Product and Services not in strict accordance with this Agreement and the MPP guidelines; (ii) any misrepresentation or any breach of any warranty, covenant or agreement of Reseller; (iii) any infringement or misappropriation of any of Malwarebytes's intellectual property rights, including, among others, patents, copyrights, and trade secrets, or (iv) any action against Malwarebytes for injuries or damage to persons or property caused or claimed to have been caused by the negligent or intentional acts or omissions of Reseller personnel while in the course of performing work under this Agreement. Reseller's obligations under this Section are contingent upon Malwarebytes: (a) giving prompt written notice to Reseller of any such claim; (b) allowing Reseller to control the defense and any related settlement of any such claim; and (c) furnishing Reseller with reasonable assistance in the defense of any such claim, so long as Reseller pays Malwarebytes's out-of- pocket expenses.

Indemnification by Reseller. Reseller shall indemnify and hold Malwarebytes harmless from and against any and all claims, liabilities, losses, damages or judgments, including all reasonable legal fees and expenses related thereto that arise from or are related to: (i) Reseller's modification, use or distribution of the Product and Services not in strict accordance with this Agreement and the MPP guidelines; (ii) any misrepresentation or any breach of any warranty, covenant or agreement of Reseller; (iii) any infringement or misappropriation of any of Malwarebytes's intellectual property rights, including, among others, patents, copyrightscopyrig hts, and trade secrets, or (iv) any action against Malwarebytes for injuries or damage to persons or property caused or claimed to have been caused by the negligent or intentional acts or omissions of Reseller personnel while in the course of performing work under this Agreement. Reseller's obligations under this Section are contingent upon Malwarebytes: (a) giving prompt written notice to Reseller of any such claim; (b) allowing Reseller to control the defense and any related settlement of any such claim; and (c) furnishing Reseller with reasonable assistance in the defense of any such claim, so long as Reseller pays Malwarebytes's out-of- pocket expenses.;