Common use of Indemnification for Intellectual Property Infringement Clause in Contracts

Indemnification for Intellectual Property Infringement. TransUnion, subject to the limitations of liability contained herein, will defend and indemnify Subscriber against a third party claim that any TransUnion-owned Services infringe a United States patent, copyright, trademark, trade secret or other United States intellectual property rights of a third party, provided that: (i) Subscriber gives TransUnion prompt written notice of any such claim of which it has knowledge; (ii) TransUnion is given full control over the defense of such claim and all related settlement negotiations; and, (iii) Subscriber provides TransUnion with the assistance, information and authority necessary to perform TransUnion’s obligations under this paragraph. Reasonable out-of-pocket expenses incurred by Subscriber in providing such assistance will be reimbursed by TransUnion. If any such claim of infringement has occurred or in TransUnion’s opinion is likely to occur, then TransUnion may, at its option and expense: (i) use commercially reasonable efforts to procure for Subscriber the right to use the infringing Services; (ii) replace or modify the infringing portion of the Services so that it is no longer subject to any infringement claim, or, (iii) if the foregoing, in TransUnion’s reasonable determination, is not practicable, TransUnion shall so notify Subscriber of such determination and Subscriber shall have the right to immediately terminate this Agreement. TransUnion shall have no obligation under this Section to indemnify or defend Subscriber against a lawsuit or claim of infringement to the extent any such claim or lawsuit results from: (i) other material which is combined with or incorporated into the Services; (ii) any substantial changes or alterations to the information provided as part of the Services by Subscriber; (iii) any misuse or unauthorized use of the Services which, but for Subscriber’s misuse or unauthorized use of the Services, such claim would not have occurred; or, (iv) required compliance by TransUnion with design documentation or specifications originating with, specified by or furnished by or on behalf of Subscriber. THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY OF TRANSUNION AND THE SOLE AND EXCLUSIVE REMEDY OF SUBSCRIBER WITH RESPECT TO ANY PROCEEDINGS, CLAIMS, DEMANDS, LOSS, DAMAGE OR EXPENSES INCURRED BY SUBSCRIBER RELATING TO THE INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS RESULTING FROM THE SERVICES AND THIS AGREEMENT.

Indemnification for Intellectual Property Infringement. TransUnionSubject to Subsection 1.12, subject XXXXXX agrees to indemnify, defend, and hold harmless Company and its Indemnified Parties from and against (a) all Claims brought or asserted against an Company or an Indemnified Party by a third-party that is not an Indemnified Party and (b) all Indemnifiable Losses suffered or incurred by Company or an Indemnified Party as the result of such third-party Claim, to the limitations of liability contained hereinextent arising out of, will defend and indemnify Subscriber against a third party claim that any TransUnion-owned Services infringe a United States patent, copyright, trademark, trade secret relating to or other United States intellectual property rights caused by infringement or misappropriation of a third third-party, provided that’s Intellectual Property Rights in or to any of the following: (i) Subscriber gives TransUnion prompt written notice of any such claim of which it has knowledge; the Documentation or (ii) TransUnion the Licensed Software installed on or embedded in the VMC (excluding Third-Party Code), when used by Company as expressly permitted by this Agreement (each an “Infringement Claim”). If in the Indemnifying Party’s opinion any of the Documentation or Licensed Software installed on or embedded in the VMC (excluding Third-Party Code) is given full control over likely to become the defense subject of such claim and all related settlement negotiations; andan Infringement Claim, (iii) Subscriber provides TransUnion with then without limitation to any of the assistance, information and authority necessary to perform TransUnionIndemnifying Party’s obligations under this paragraph. Reasonable out-of-pocket expenses incurred by Subscriber in providing such assistance will be reimbursed by TransUnion. If Paragraph 1.9.2, or to any such claim of infringement has occurred other remedy available to the Indemnified Parties under the Agreement or in TransUnion’s opinion is likely to occurat law or equity, then TransUnion maythe Indemnified Parties shall permit the Indemnifying Party, at its the Indemnifying Party’s sole option and expense: (iA) use commercially reasonable efforts to procure for Subscriber the Indemnified Parties the right to continue to use the infringing Servicesaffected Documentation or Licensed Software, as applicable, on terms no less favorable to the Indemnified Parties than those set forth in this Agreement; or (iiB) to replace or modify the affected Documentation or Licensed Software to become non-infringing portion with no material loss of function to Company and the Indemnified Parties, and also reimburse Company and the Indemnified Parties for all costs and expenses they actually incurred in connection with such conversion to the replacement or modification. The foregoing indemnity and indemnity obligations do not apply to In- Room Equipment; provided, however, that with respect to any third-party Claim alleging that Company’s or its guests’, employees’ or invitees’ use of In-Room Equipment in a manner authorized by the Agreement, including these Service Terms, infringes such third party’s Intellectual Property Rights, SONIFI shall pass through to Company all of SONIFI’s warranty and indemnity rights from the provider or manufacturer of the Services so that it is no longer subject In-Room Equipment. The rights granted to the Company and its Indemnified Parties under this Paragraph 1.9.2 are Company’s and its Indemnified Parties’ sole and exclusive remedies and XXXXXX’s sole obligation with respect to any infringement claim, or, (iiiInfringement Claims. The Indemnifiable Losses paid to the Indemnified Parties or a third-party by the Indemnifying Party or its insurer(s) if the foregoing, in TransUnion’s reasonable determination, is not practicable, TransUnion shall so notify Subscriber of such determination and Subscriber shall have the right to immediately terminate this Agreement. TransUnion shall have no obligation under this Section to indemnify Paragraph 1.9.2, if any, shall be reduced by any amount that Indemnified Parties receive from a joint infringer or defend Subscriber against a lawsuit or claim of infringement to joint defendant (other than the extent any such claim or lawsuit results from: (i) other material which is combined with or incorporated into the Services; (ii) any substantial changes or alterations to the information provided as part of the Services by Subscriber; (iii) any misuse or unauthorized use of the Services which, but for Subscriber’s misuse or unauthorized use of the Services, such claim would not have occurred; or, (iv) required compliance by TransUnion with design documentation or specifications originating with, specified by or furnished by or on behalf of Subscriber. THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY OF TRANSUNION AND THE SOLE AND EXCLUSIVE REMEDY OF SUBSCRIBER WITH RESPECT TO ANY PROCEEDINGS, CLAIMS, DEMANDS, LOSS, DAMAGE OR EXPENSES INCURRED BY SUBSCRIBER RELATING TO THE INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS RESULTING FROM THE SERVICES AND THIS AGREEMENTIndemnifying Party).