Indemnification – Licensor Sample Clauses

Indemnification – Licensor. Licensor agrees to defend, indemnify and hold harmless Licensee 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 Licensee (each, a “Licensee Claim”) related to or arising out of (a) the breach of any of Licensor’s representations, warranties or covenants hereunder; (b) Licensor’s gross negligence or willful misconduct; (c) any injuries or damages to purchasers, users, or consumers of Licensed Products or arising from or directly related to the use of a product that is solely attributable to the Licensed Intellectual Property as provided by Licensor; and (d) any claims by a third party that the Licensed Intellectual Property infringes on such third- party’s intellectual property rights.