Indemnification – Licensee Clause Samples
Indemnification – Licensee. Licensee agrees to defend, indemnify and hold harmless Licensor and its officers, directors, employees, agents and representatives from and against any and all third party claims, losses and liabilities (including, without limitation, reasonable attorney’s fees and disbursements), judgments, damages, demands, lawsuits or similar actions or proceedings brought against or otherwise negatively impacting Licensor (each, a “Licensor Claim”) related to or arising out of (a) the breach of any of Licensee’s representations, warranties or covenants hereunder, (b) Licensee’s gross negligence or willful misconduct; (c) any alleged defects or dangers inherent in any product or the use thereof that is not solely attributable to the Licensed Intellectual Property as provided by Licensor; (d) any injuries or damages to purchasers, users, or consumers arising from or related to the use of the products subject to the Licensed Intellectual Property that is not solely attributable to the Licensed Intellectual Property as provided by Licensor; (e) any false or misleading claims made by Licensee, its employees, agents, representatives, or Affiliates in connection with the use of Licensed Intellectual Property.
Indemnification – Licensee. LICENSEE assumes all responsibility and liability for the design, licensing, governmental approvals, manufacturing, marketing, distribution, sale, rental, lease, use, performance of services, practice and commercial exploitation of the Licensed Products and the Technology Rights. LICENSEE shall fully and completely indemnify LICENSOR against, and hold it harmless from, any and all claims, threats of litigation, causes of action and demands relating to the Technology Rights or the Licensed Products, including their manufacture, marketing, distribution, offer for sale, sale, rental, lease, use, practice or commercial exploitation based on any conduct of LICENSEE or LICENSEE's Customers.
Indemnification – Licensee and its affiliates, successors and assigns and sublicensees (each, an "Indemnifying Party"), each hereby indemnify and agree to hold harmless LICENSOR and its shareholders, officers, directors, agents and employees (each, an "Indemnified Party"), against any liability, damage, loss, fine, penalty, claim, cost or expense (including reasonable costs of investigation and settlement and attorneys', accountants' and other experts' fees and expenses) arising out of any action or inaction by any Indemnifying Party relating to this Agreement including an Indemnifying Party's processing, sale, use, lease or other disposition of Laminated Light Valve Film, and related materials (other than sales by LICENSEE to LICENSOR pursuant to Section 4.2 hereof), or other use of the information and rights granted hereunder. Any knowledge of LICENSEE's or its sublicensee's activities by LICENSOR or its representatives shall in no way impose any liability on LICENSOR or reduce the responsibilities of LICENSEE hereunder or relieve it from any of its obligations and warranties under this Agreement.