Common use of Indemnification Infringement Clause in Contracts

Indemnification Infringement. (I) The Purchasing Agent hereby indemnifies each Licensee and holds it harmless from and against any loss, liability, penalty, deficiency, damage or out-of-pocket expense (including, without limitation, reasonable legal fees and expenses) which such Licensee may suffer, sustain or become subject to resulting from, arising out of or caused by any suit, action or proceeding brought by a third party claiming or alleging in any manner that the use of any of the Marks by such Licensee has infringed upon the rights of others; provided, however, that the Purchasing Agent shall not be liable or responsible to indemnify a Licensee if the claimed or alleged infringement results from such Licensee's violation of this Section 10 or bad faith, willful misfeasance or gross negligence. (II) Each Licensee will notify the Purchasing Agent promptly in writing of any claim that the use of any of the Marks infringes the rights of others, or of the institution of any legal actions or suits predicated upon such claimed infringement, and any such suit or action will be diligently defended at the sole expense of and under the sole control of the Purchasing Agent.