Common use of Indemnity by Licensor Clause in Contracts

Indemnity by Licensor. Licensor shall indemnify, defend and hold harmless each Licensee from any and all liability, claims, demands, expenses (including reasonable attorney fees), direct losses or damages, fines, penalties, judgments and costs, but not including consequential, incidental or punitive damages or lost profits, in each case, arising from: (a) any allegation that such Licensee’s proper use of the Licensed Trademarks in accordance with this Agreement infringes the trademark rights of any Third Party; (b) Licensor’s negligence in the advertising, sale, installation or maintenance of Licensed Products; or (c) any violation of law by Licensor or its employees or agents related to the Licensed Products (collectively, “Licensor Indemnity Claim”). If a Licensee receives notice or knowledge of a Licensor Indemnity Claim, such Licensee shall, as soon as possible, report to Licensor in writing the details of such claim and take no further steps with respect to such matter pending instructions from Licensor. Licensor shall not be liable to indemnify any Licensee for any settlement of any Licensor Indemnity Claim effected without the Licensor’s express prior written consent. With respect to matters within clause (a) above, Licensor may decide in its sole discretion what steps should be taken to address such matter and will solely conduct and control any action(s) taken in response to such matter. Any applicable Licensee shall join as a party in any such legal proceedings where necessary for the conduct thereof at Licensor’s cost and expense, except for any costs incurred by such Licensee if it retains its own attorneys which shall be paid by such Licensee. Such Licensee will provide or procure reasonable assistance as Licensor may reasonably request in defense of any Licensor Indemnity Claim.

Indemnity by Licensor. The Licensor shall will indemnify, defend and hold harmless each the Licensee, its Affiliates and any distributors, and the customers of the Licensee, and their respective officers, directors, employees agents and affiliates (collectively, for purposes of this Section 12, the “Licensee Persons”) from all damages, liabilities and expenses (and all legal costs including attorneys’ fees, court costs, expenses and settlements resulting from any and all liabilityaction or claim) arising out of, claimsconnected with or resulting in any way from any allegation that the Licensee Persons’ possession, demandsdistribution or use of the Licensed Products infringes a patent, expenses (including reasonable attorney fees)trademark, direct losses copyright, trade secret or other intellectual property right of a third party, provided that the Licensor will have no indemnity obligations with regard to any such damages, fines, penalties, judgments and costs, but not including consequential, incidental liabilities or punitive damages or lost profits, in each case, expenses arising from: (ai) the negligence or misconduct of any Licensee Person, (ii) any allegation that such Licensee’s proper use failure by any Licensee Person to comply with the terms of the Licensed Trademarks in accordance with this Agreement infringes the trademark rights of any Third Party; (b) Licensor’s negligence in the advertisingagreement, sale, installation or maintenance of Licensed Products; or (ciii) any violation of law by Licensor or its employees or agents related unauthorized modifications to the Licensed Products (collectively, “Licensor Indemnity Claim”)and where the Licensed Products on a stand-alone basis without modifications could not have infringed third-party intellectual property rights. If a any such claim or proceeding arises, the Licensee Persons seeking indemnification hereunder will give timely notice of the claim to the Licensor after they receive actual notice of the existence of the claim. The Licensor will have the option, at its expense, to employ counsel reasonably acceptable to the Licensee Persons 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 the Licensee Persons may be affected without the prior written consent of such the Licensee Persons. In addition, and at its option and expense, the Licensor may, at any time after any such claim has been asserted, and will, in the event any Licensed Product is held to constitute an infringement, either procure for the Licensee Persons the right to continue using that Licensed Product, or replace or modify Licensed Product so that it becomes non-infringing, provided that such replacement or modified Licensed Product has the same functional characteristics as the infringing the Licensed Product, or, if the prior two remedies are commercially impractical, refund to the Licensee all fees, costs, and charges paid by the Licensee to the Licensor for that Licensed Product and any other Licensed Product reasonably rendered ineffective as the result of said infringement. The Licensee will cooperate fully in such actions, making available books or records reasonably necessary for the defense of such claim. If the Licensor refuses to defend or does not make known to the Licensee Persons its willingness to defend against such claim within 10 days after it receives notice thereof, then the Licensee Persons will be free to investigate, defend, compromise, settle or knowledge of a Licensor Indemnity Claim, such Licensee shall, as soon as possible, report to Licensor in writing the details otherwise dispose of such claim in its best interest and take no further steps with respect to such matter pending instructions from Licensor. Licensor shall not be liable to indemnify any Licensee for any settlement incur other costs in connection therewith, all at the expense of any Licensor Indemnity Claim effected without the Licensor’s express prior written consent. With respect to matters within clause (a) above, Licensor may decide in its sole discretion what steps should be taken to address such matter and will solely conduct and control any action(s) taken in response to such matter. Any applicable Licensee shall join as a party in any such legal proceedings where necessary for the conduct thereof at Licensor’s cost and expense, except for any costs incurred by such Licensee if it retains its own attorneys which shall be paid by such Licensee. Such Licensee will provide or procure reasonable assistance as Licensor may reasonably request in defense of any Licensor Indemnity Claim.

Indemnity by Licensor. Licensor shall indemnifyagrees to defend Licensee and its (and its Affiliates’) directors, defend officers, employees and agents (the “Licensee Indemnified Parties”) at Licensor’ cost and expense, and will indemnify and hold Licensee and the other Licensee Indemnified Parties harmless each Licensee from and against any and all liability, claims, demandslosses, costs, damages, fees or expenses (including reasonable attorney fees)legal fees and expenses) (collectively, direct losses “Losses”) to the extent resulting from any Third Party claim (including product liability claims) arising out of or damages, fines, penalties, judgments and costs, but not including consequential, incidental otherwise relating to (i) the negligence or punitive damages willful misconduct of Licensor or lost profits, its Affiliates in each case, arising from: (a) any allegation that such Licensee’s proper use of the Licensed Trademarks in accordance connection with its activities under this Agreement infringes the trademark rights of any Third Party; (b) Licensor’s negligence in the advertising, sale, installation or maintenance of Licensed Products; or (cii) any violation the material breach of law this Agreement or the representations and warranties made hereunder by Licensor or its employees or agents related Affiliates; except to the Licensed Products extent such Losses result from clause (collectivelyi), “Licensor Indemnity Claim”)(ii) or (iii) of Section 8(b) below. If In the event of any such claim against the Licensee Indemnified Parties by a Third Party, the foregoing indemnity obligations shall be conditioned upon (x) Licensee receives notice or knowledge of a Licensor Indemnity Claim, such Licensee shall, as soon as possible, report to promptly notifying Licensor in writing of the details claim (provided, however, that any failure or delay to notify shall not excuse any obligations of such Licensor except to the extent Licensor is actually materially prejudiced thereby) and (y) Licensee granting Licensor sole management and control, at Licensor’ sole expense, of the defense of the claim and take no further steps with respect to such matter pending instructions from Licensor. its settlement (provided, however, that Licensor shall not be liable to indemnify settle any Licensee for any settlement of any Licensor Indemnity Claim effected such claim without the Licensor’s express prior written consentconsent of Licensee (such consent not to be unreasonably withheld, delayed or conditioned) if such settlement does not include a complete release from liability or if such settlement would involve Licensee undertaking an obligation (including the payment of money by a Licensee Indemnified Party), would bind or impair a Licensee Indemnified Party, or includes any admission of wrongdoing or that any intellectual property or proprietary right of Licensee or this Agreement is invalid, narrowed in scope or unenforceable), and (z) the Licensee Indemnified Parties reasonably cooperating with Licensor (at Licensor’ expense). With respect to matters within clause (a) aboveThe Licensee Indemnified Parties may, Licensor may decide in its sole discretion what steps should at their option and expense, be taken to address such matter and will solely conduct and control any action(s) taken in response to such matter. Any applicable Licensee shall join as a party represented in any such legal proceedings where necessary for the conduct thereof at Licensor’s cost and expense, except for any costs incurred action or proceeding by such Licensee if it retains its counsel of their own attorneys which shall be paid by such Licensee. Such Licensee will provide or procure reasonable assistance as Licensor may reasonably request in defense of any Licensor Indemnity Claimchoosing.