Common use of Indemnity by Licensee Clause in Contracts

Indemnity by Licensee. As between Licensor and Licensees and regardless of the termination or expiration of this Agreement, each Licensee assumes full responsibility for all liability, claims, demands, expenses (including reasonable attorney fees) and damages, including claims for defective products as well as damages to property or injury to persons (including death) arising out of or otherwise in relation to the manufacture, sale or use of the Licensed Products (excluding actions solely involving claims relating to the Licensed Trademarks infringing the rights of others in the Territory or any actions arising out of Licensor’s required indemnities as set forth in Section 14.1 above) and/or any actions of its employees, including product liability, liability arising out of alleged defects or deficiencies in the Licensed Products, patent infringement, product recycling or take-backs, negligence, false advertising, breach of warranty, fraud, misrepresentation, breach of obligations to third parties and/or violation of any law in any country (collectively, “Indemnified Claims”). Each Licensee agrees to defend, indemnify, save and hold harmless Licensor, its successors, assigns, officers, directors, agents and employees, against any and all claims, costs, (including court costs and attorneys’ fees), proceedings, liabilities, loss, damage, injury or death arising out of or relating to any Indemnified Claims. Licensor will provide or procure reasonable assistance as such Licensee may reasonably request in defense of any Indemnified Claims.