Common use of Indemnity by Licensee Clause in Contracts

Indemnity by Licensee. You agree to indemnify and hold harmless HSI and its Related Parties from and against any and all liabilities, claims, and expenses, including reasonable attorneys’ fees, arising from Your breach of any part of this Agreement, Your misuse of the Content and Platform or any Internet site linked to or from the Content. You also agree to indemnify and hold harmless HSI from and against any and all liabilities, claims, and expenses, including reasonable attorneys’ fees, arising from any third party claim that results from HSI’s use of materials which You voluntarily submit to HSI for inclusion in the Content or Platform (e.g. customizing the Platform and/or Content for your intended use), provided that HSI promptly notifies You in writing of any such claim, suit, or proceeding and permit You to control the defense or settlement thereof and cooperate in the defense or settlement thereof. You will have the option, at Your expense, to employ counsel of Your choosing to defend against such claim and to compromise, settle, or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing any obligations upon HSI may be affected without Our prior written consent. HSI shall have the option to be represented by counsel at Our own expense.

Indemnity by Licensee. You agree to indemnify and hold harmless HSI and its Related Parties from and against any and all liabilities, claims, and expenses, including reasonable attorneys’ fees, arising from Your breach of any part of this Agreement, or Your misuse use or access of the Content and Platform or any Internet site linked to or from the Content. You also agree to indemnify and hold harmless HSI from and against any and all liabilities, claims, and expenses, including reasonable attorneys’ fees, arising from any third party claim that results from HSI’s use of materials which You voluntarily submit to HSI for inclusion in the Content or Platform (e.g. customizing the Platform and/or Content for your intended use), provided that HSI promptly notifies You in writing of any such claim, suit, or proceeding and permit You to control the defense or settlement thereof and cooperate in the defense or settlement thereof. You will have the option, at Your expense, to employ counsel of Your choosing to defend against such claim and to compromise, settle, or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing any obligations upon HSI may be affected without Our prior written consent. HSI shall have the option to be represented by counsel at Our own expense.

Indemnity by Licensee. You agree to indemnify and hold harmless HSI and its Related Parties from and against any and all liabilities, claims, and expenses, including reasonable attorneys’ fees, arising from Your breach of any part of this Agreement, or Your misuse use or access of the Content Training and Platform LMS or any Internet site linked to or from the ContentTraining. You also agree to indemnify and hold harmless HSI from and against any and all liabilities, claims, and expenses, including reasonable attorneys’ fees, arising from any third party claim that results from HSI’s use of materials which You voluntarily submit to HSI for inclusion in the Content or Platform Training (e.g. i.e. customizing the Platform and/or Content Training for your intended use), provided that HSI promptly notifies You in writing of any such claim, suit, or proceeding and permit You to control the defense or settlement thereof and cooperate in the defense or settlement thereof. You will have the option, at Your expense, to employ counsel of Your choosing to defend against such claim and to compromise, settle, or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing any obligations upon HSI may be affected without Our prior written consent. HSI shall have the option to be represented by counsel at Our own expense.