Common use of Infringement Defense Clause in Contracts

Infringement Defense. We will, at our expense, defend any suit brought against you by an unaffiliated third party based upon a claim that the Software infringes a valid patent, trademark or copyright or misappropriates a third-party trade secret. The terms “misappropriation” and “trade secret” are used as defined in the Uniform Trade Secrets Act, except in case of claims arising under any claim governed by the laws of any jurisdiction outside the United States, in which case “misappropriation” will mean intentionally unlawful use and “trade secret” will mean “undisclosed information” as specified in Article 39.2 of the Trade-Related Aspects of Intellectual Property Rights (TRIPS) agreement. We will pay costs and damages (including reasonable attorneys’ fees) finally awarded against you, or agreed in settlement by us, directly attributable to any such claim and will bear all reasonable costs of the investigation and defense of the claim, but only on condition that (1) you notify us in writing of such claim promptly following receipt of notice; (2) we have sole control of the defense and settlement negotiations; (3) you provide us all information and communications received by you concerning such claim; and (4) you provide reasonable assistance to us when requested. You will have the right to participate in the defense with counsel of your choice at your expense, provided that such representation does not interfere with our right to control the defense.

Infringement Defense. We will, at our expense, defend any suit brought against you by an unaffiliated third party based upon a claim that the Software infringes a valid patent, trademark or copyright or misappropriates a third-party trade secret. The terms “misappropriation” and “trade mis secret” are used as defined in the Uniform Trade Secrets ActusednifoarmsTraddeeSfecirentseAcdt, except in case of claims exicenpt intcahseeof cUlaims arising under any claim governed by the laws of any jurisdiction outside the United States, in which case “misappropriation” will mean intentionally unlawful use and “trade secret” will mean “undisclosed unlawfu information” as specified in Article 39.2 of specifie-RdelatiednAspAecrtstofiInctellleectual3P9ro.pe2rty Roigfhts the Trade-Related Aspects of Intellectual Property Rights Tra (TRIPS) agreement. We will pay costs and damages (including reasonable attorneys’ fees) finally ( awarded against you, or agreed in settlement by us, directly attributable to any such claim and will bear all reasonable costs of the investigation and defense of the claim, but only on condition that (1) you notify us in writing of such claim promptly following receipt of notice; (2) we have sole control of the defense and settlement negotiations; (3) you provide us all information and communications received by you concerning such claim; and (4) you provide reasonable assistance to us when requested. You will have the right to participate in the defense with counsel of your choice at your expense, provided that such representation does not interfere with our right to control the defense.

Infringement Defense. We will, at our expense, defend any suit brought against you by an unaffiliated third party based upon a claim that the Software infringes a valid patent, trademark or copyright or misappropriates a third-party trade secret. The terms “misappropriation” and “trade secret” are used as defined in the Uniform Trade Secrets Act, except in case of claims arising under any claim governed by the laws of any jurisdiction outside the United States, in which case “misappropriation” will mean intentionally unlawful use and “trade secret” will mean “undisclosed information” as specified in Article 39.2 of the Trade-Related Aspects of Intellectual Property Rights (TRIPS) agreement. We will pay costs and damages (including reasonable attorneys’ fees) finally awarded against you, or agreed in settlement by us, directly attributable to any such claim and will bear all reasonable costs of the investigation and defense of the claim, but only on condition that (1) you notify us in writing of such claim promptly following receipt of notice; , (2) we have sole control of the defense and settlement negotiations; , (3) you provide us all information and communications received by you concerning such claim; , and (4) you provide reasonable assistance to us when requested. You will have the right to participate in the defense with counsel of your choice own choosing at your expense, ; provided that such representation does not interfere with our right to control the defense.