Common use of Infringement Indemnification Clause in Contracts

Infringement Indemnification. (a) Subject to the provisions of Section 9.4, PR shall defend, indemnify and hold harmless Xxxxxxxx Consulting, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, successors and assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorney's fees of indemnitee(s) and those that may be asserted by a third party) or liability (collectively, LOSSES) arising from or related to an allegation by any third party (including any Client) that the Products (including any Improvements) provided by PR to Xxxxxxxx Consulting pursuant to this Agreement infringe or misappropriate any intellectual property right of any third party (including without limitation, any United States patent, copyright, trade secret or trademark). (b) Subject to the provisions of Section 9.4, Xxxxxxxx Consulting shall defend, indemnify and hold harmless PR, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, successors and assigns from and against any Losses arising from or related to an allegation that any Business Integration Services of Xxxxxxxx Consulting (or the offering or performance thereof) infringe or misappropriate any intellectual property right of any third party (including without limitation, any United States patent, copyright, trade secret or trademark). In addition to its obligations under Section 9.2(a), if any Product licensed to Xxxxxxxx Consulting hereunder is held to constitute an infringement or misappropriation of any third party's intellectual property rights or if in PR's opinion, any Product is, or is likely to be held to constitute, an infringement or misappropriation, PR may at its expense and option: (i) procure the right for Xxxxxxxx Consulting to continue using the Product; (ii) replace each copy of the Product in Xxxxxxxx Consulting's inventory for resale to a Client and each copy of the Product licensed by Xxxxxxxx Consulting for use pursuant to Section 5.5 with a non-infringing and non-misappropriating substantially equivalent product; or (iii) modify the Product to make it non-infringing and non- misappropriating while conforming to the Product Specifications or if (i), (ii) and (iii) are not reasonably practical, PR will (iv) terminate the applicable license and require the return of the infringing Product and refund to Xxxxxxxx Consulting the purchase price of such Products.

Infringement Indemnification. (a) Subject to the provisions of Section 9.410.3, PR Supplier shall defend, indemnify indemnify, and hold harmless Xxxxxxxx ConsultingBioForm, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, and their respective successors and assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorney's ’s fees of indemnitee(s) and those that may be asserted by a third party) ), or liability (collectively, LOSSES“Losses”) arising from or related to an allegation by any third party (including any Client) that the Products (including development, manufacture, marketing, or sale of any Improvements) provided by PR to Xxxxxxxx Consulting pursuant to this Agreement infringe Company Product in the Territory infringes or misappropriate misappropriates any intellectual property Intellectual Property right of any third party party, except for Losses that are the responsibility of BioForm pursuant to Section 10.1(b). If any Company Product is held to constitute an infringement or misappropriation of any third party’s Intellectual Property right or if BioForm and Supplier concur that any Company Product constitutes an infringement or misappropriation, Supplier will at its expense either: (including without limitationi) procure the right for BioForm to continue distributing the Company Product in accordance with this Agreement at no additional cost to BioForm, any United States patent(ii) replace the Company Product with a non-infringing and non-misappropriating equivalent product conforming to the Product Specifications at no additional cost to BioForm, copyright, trade secret or trademark)(iii) modify the Company Product to make it non-infringing and non-misappropriating while conforming to the Product Specifications at no additional cost to BioForm. (b) Subject to the provisions of Section 9.410.3, Xxxxxxxx Consulting BioForm shall defend, indemnify indemnify, and hold harmless PRSupplier, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, and their respective successors and assigns from and against any Losses arising from or related to (i) an allegation that any Business Integration Services BioForm Trademark used by BioForm in connection with the marketing or sale of Xxxxxxxx Consulting (Company Product infringes or the offering or performance thereof) infringe or misappropriate misappropriates any intellectual property trademark right of any third party (including without limitationparty, any United States patent, copyright, trade secret or trademark). In addition to its obligations under Section 9.2(a), if any Product licensed to Xxxxxxxx Consulting hereunder is held to constitute an infringement or misappropriation of any third party's intellectual property rights or if in PR's opinion, any Product is, or is likely to be held to constitute, an infringement or misappropriation, PR may at its expense and option: (i) procure the right for Xxxxxxxx Consulting to continue using the Product; (ii) replace each copy of from any product description or claim made by BioForm in writing or through electronic transmission that is not consistent with the Product in Xxxxxxxx Consulting's inventory for resale to a Client product description and each copy of the Product licensed claims approved by Xxxxxxxx Consulting for use pursuant to Section 5.5 with a non-infringing and non-misappropriating substantially equivalent product; Supplier, or (iii) modify the a warranty claim asserted by any third party based on a warranty made in connection with Company Product to make it non-infringing and non- misappropriating while conforming to the Product Specifications or if (i), (ii) and (iii) are that was not reasonably practical, PR will (iv) terminate the applicable license and require the return of the infringing Product and refund to Xxxxxxxx Consulting the purchase price of such Productsapproved in writing by Supplier.

Infringement Indemnification. (a) Subject to the provisions of Section 9.4, PR shall Licensor will defend, indemnify and hold harmless Xxxxxxxx Consultingthe Licensees, its subsidiaries, parent corporations, their Affiliates, and the officers, directors, independent contractors, partners, shareholders, employees, agents, successors and assigns of Licensees and such Affiliates (collectively, the Licensee Indemnitees), from and against any claim, suit, demand, loss, damage, expense (including reasonable attorney's ’s fees of indemnitee(sLicensee Indemnitee(s) and those that may be asserted by a third party) or liability (collectively, LOSSESLosses) arising from or related to an allegation by any third party (including any Client) claim that the Products Licensor Technology or Selected Non-Ethanol Technology (including any Improvementsas applicable to a Licensee) provided (but excluding Improvements (to Licensor Technology or Selected Non-Ethanol Technology (as applicable to the Licensee)) or Inventions developed by PR to Xxxxxxxx Consulting pursuant to this Agreement infringe the Licensees or misappropriate other third parties) infringes or misappropriates any intellectual property right of any third party (including without limitation, any United States patent, copyright, trade secret or trademark). (b) Subject ; provided that Licensor will not be obligated to indemnify any Licensee Indemnitees if and only to the provisions of Section 9.4, Xxxxxxxx Consulting shall defend, indemnify and hold harmless PR, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, successors and assigns from and against any Losses arising from or related to an allegation extent that any Business Integration Services of Xxxxxxxx Consulting the alleged infringement is caused by: (or the offering or performance thereofA) infringe or misappropriate any intellectual property right of any third party a Licensee’s (including without limitation, its Affiliates and sub-distributors) or its customer’s misuse or modification of the Licensor Technology; or (B) a Licensee’s (including its Affiliates and sub-distributors) or its customer’s use of the Licensor Technology in combination with any United States patent, copyright, trade secret products or trademarkmaterials not provided by Licensor. If the Licensor Technology (but excluding Improvements (to Licensor Technology or Selected Non-Ethanol Technology (as applicable to the Licensee). In addition to ) or Inventions developed by the Licensees or other third parties) or its obligations under Section 9.2(a), if any Product licensed to Xxxxxxxx Consulting hereunder use is held to constitute an infringement or misappropriation of any third party's ’s intellectual property rights or if in PR's Licensor’s opinion, any Product portion of the Licensor Technology (but excluding Improvements (to Licensor Technology or Selected Non-Ethanol Technology (as applicable to the Licensee)) or Inventions developed by the Licensees or other third parties) is, or is likely to be held to constitute, an infringement or misappropriation, PR may Licensor will at its expense and option: (i1) procure the right for Xxxxxxxx Consulting to continue using and sublicensing the ProductLicensor Technology; or (ii2) replace each copy of or modify the Product in Xxxxxxxx Consulting's inventory for resale to a Client and each copy of the Product licensed by Xxxxxxxx Consulting for use pursuant to Section 5.5 Licensor Technology with a non-infringing and non-misappropriating substantially equivalent product; or (iii) modify the Product to make it non-infringing and non- misappropriating while conforming to the Product Specifications or if (i), (ii) and (iii) are not reasonably practical, PR will (iv) terminate the applicable license and require the return specifications. If none of the infringing Product foregoing options is economically feasible, Licensor will so notify the Licensees, and refund each Licensee may elect to Xxxxxxxx Consulting the purchase price of terminate this Agreement with respect to such ProductsLicensee at its option.

Infringement Indemnification. (a) Subject to the provisions of Section 9.411.3 below, PR AMS shall defend, indemnify and hold harmless Xxxxxxxx ConsultingBSC, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, and their respective successors and assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorney's fees of indemnitee(s) and those that may be asserted by a third party) or liability (collectively, LOSSES"Losses") arising from or related to an allegation by that any third party (including BIS-Screen Product, or the manufacture, exportation, importation, marketing, sale and distribution of any Client) that the Products (including any Improvements) provided by PR to Xxxxxxxx Consulting pursuant to this Agreement infringe BIS-Screen Product, infringes or misappropriate misappropriates any intellectual property right of any third party (including without limitation, limitation any United States patent, copyright, trade secret or trademark). (b) Subject , provided that AMS shall have no liability hereunder with respect to any such Losses based on a trademark other than a Trademark. If the provisions of Section 9.4manufacture, Xxxxxxxx Consulting shall defend, indemnify and hold harmless PR, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, successors and assigns from and against any Losses arising from marketing or related to an allegation that any Business Integration Services of Xxxxxxxx Consulting (or the offering or performance thereof) infringe or misappropriate any intellectual property right sale of any third party (including without limitation, any United States patent, copyright, trade secret or trademark). In addition to its obligations under Section 9.2(a), if any BIS-Screen Product licensed to Xxxxxxxx Consulting hereunder is held to constitute an infringement or misappropriation of any third party's intellectual property rights or if in PR's AMS' reasonable opinion, after consultation with the Steering Committee, the manufacturing, marketing or sale of any BIS-Screen Product is, or is likely to be held to constitute, an infringement or misappropriation, PR may AMS will at its expense and option: (i) procure the right for Xxxxxxxx Consulting BSC to continue using distributing the ProductBIS-Screen Product in accordance with this Agreement at no additional cost to BSC; (ii) replace each copy of the BIS-Screen Product in Xxxxxxxx Consulting's inventory for resale to a Client and each copy of the Product licensed by Xxxxxxxx Consulting for use pursuant to Section 5.5 with a non-infringing and non-misappropriating substantially equivalent product; product conforming to the Product Specifications at no additional cost to BSC or (iii) modify the BIS-Screen Product to make it non-infringing and non- non-misappropriating while conforming to the Product Specifications at no additional cost to BSC. In the event that AMS determines that none of the foregoing alternatives are reasonably available, AMS shall be released from any obligation to deliver such BIS-Screen Product to BSC hereunder and BSC shall be released from its obligations under Section 5.4 with respect to such BIS-Screen Product, provided, however, that (1) any such BIS-Screen Product shall remain subject to the provisions of Sections 5.1, 5.2, 5.5 and 5.6 for the duration of the Distribution Term; and (2) the Steering Committee shall determine the most appropriate course of action with respect to the BIS-Screen Product. Notwithstanding the foregoing, AMS shall not be responsible for any such Losses resulting from any allegation based on intellectual property of BSC incorporated into any such BIS-Screen Product. The obligations of AMS set forth in this Section 11.1 shall not apply to any claim based on (a) any adaptation or if (i)modification of the BIS-Screen Products not made or not authorized by AMS where such infringement would not have occurred but for such adaptation modification, (iib) and any combination by BSC of a BIS-Screen Product with products not provided by AMS or authorized or approved in writing by AMS where such infringement would not have occurred but for such combination or (iiic) are not reasonably practical, PR will (iv) terminate the applicable license and require the return intellectual property rights owned by BSC or any of the infringing Product and refund to Xxxxxxxx Consulting the purchase price of such Productsits Affiliates.

Infringement Indemnification. (a) Subject to the provisions of Section 9.49.3 below, PR AMS shall defend, indemnify and hold harmless Xxxxxxxx ConsultingBSC, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, and their respective successors and assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorney's fees of indemnitee(s) and those that may be asserted by a third party) or liability (collectively, LOSSES"Losses") arising from or related to an allegation by that any third party (including Company Product, or the manufacture, exportation, importation, marketing, sale and distribution of any Client) that the Products (including any Improvements) provided by PR to Xxxxxxxx Consulting pursuant to this Agreement infringe Company Product, infringes or misappropriate misappropriates any intellectual property right of any third party (including without limitation, limitation any United States patent, copyright, trade secret or trademark). (b) Subject provided that AMS shall have no liability hereunder with respect to the provisions of Section 9.4, Xxxxxxxx Consulting shall defend, indemnify and hold harmless PR, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, successors and assigns from and against any such Losses arising from or related to an allegation that based on a trademark other than a Trademark. If any Business Integration Services of Xxxxxxxx Consulting (or the offering or performance thereof) infringe or misappropriate any intellectual property right of any third party (including without limitation, any United States patent, copyright, trade secret or trademark). In addition to its obligations under Section 9.2(a), if any Company Product licensed to Xxxxxxxx Consulting hereunder is held to constitute an infringement or misappropriation of any third party's intellectual property rights or if in PR's AMS' opinion, any Company Product is, or is likely to be held to constitute, an infringement or misappropriation, PR may AMS will at its expense and option: (i) procure the right for Xxxxxxxx Consulting BSC to continue using distributing the ProductCompany Product in accordance with this Agreement at no additional cost to BSC; (ii) replace each copy of the Company Product in Xxxxxxxx Consulting's inventory for resale to a Client and each copy of the Product licensed by Xxxxxxxx Consulting for use pursuant to Section 5.5 with a non-infringing and non-misappropriating substantially equivalent product; product conforming to the Product Specifications at no additional cost to BSC or (iii) modify the Company Product to make it non-infringing and non- non-misappropriating while conforming to the Product Specifications or if at no additional cost to BSC. Notwithstanding the foregoing, AMS shall not be responsible for any such Losses resulting from any allegation based on intellectual property of BSC incorporated into any such Company Product. The obligations of AMS set forth in this Section 9.1(a) shall not apply to any claim based on (i)) any adaptation or modification of the Company Products not made or not authorized by AMS where such infringement would not have occurred but for such adaptation modification, (ii) and any combination by BSC of a Company Product with products not provided by AMS or authorized or approved in writing by AMS where such infringement would not have occurred but for such combination or (iii) are not reasonably practical, PR will (iv) terminate the applicable license and require the return intellectual property rights owned by BSC or any of the infringing Product and refund to Xxxxxxxx Consulting the purchase price of such Productsits Affiliates.

Infringement Indemnification. (a) Subject to the provisions of Section 9.47.4, PR NeoGenesis shall defend, indemnify and hold harmless Xxxxxxxx ConsultingCUSTOMER, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, sublicensees, distributors, members, employees, agents, successors and assigns (each, in such capacity, an INDEMNIFIED PARTY) from and against any claim, suit, demand, loss, damage, expense (including reasonable * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. attorney's fees of indemnitee(s) and those that may be asserted by a third party) or liability (collectively, LOSSES) imposed upon them by any third party and arising from or related to a third party claim that (i) use of NeoGenesis Know-How or (ii) practice of the NeoGenesis Patent Rights by CUSTOMER in accordance with the terms of this Agreement violates or infringes the intellectual property rights of any third party. NeoGenesis shall have no liability or obligation to CUSTOMER under this Section 7.1(a) in the event and to the extent that the alleged infringement is caused by: (1) modifications, alterations, combinations or enhancements of the Designated Compounds not created by NeoGenesis, or (2) or results from willful misconduct or negligent acts or omissions of CUSTOMER or its Affiliates, or its or their respective employees, officers, directors or agents. (b) Subject to the provisions of Section 7.3, CUSTOMER shall defend, indemnify and hold harmless NeoGenesis, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, successors and assigns (each, in such capacity, an INDEMNIFIED PARTY) from and against any claim, suit, demand, loss, damage, expense (including reasonable attorney's fees of indemnitee(s) Losses imposed upon them by any third party and those that may be asserted by a third party) or liability (collectively, LOSSES) arising from or related to an allegation by any a third party claim that (including i) the use of the CUSTOMER Know-How; (ii) the practice of the CUSTOMER Patent Rights; and (iii) the Manufacture, development, testing, Commercialization, use or other disposition of any Client) that of the Products (including any Improvements) provided by PR to Xxxxxxxx Consulting pursuant to this Agreement infringe foregoing, violates or misappropriate any infringes the intellectual property right of any third party (including without limitation, any United States patent, copyright, trade secret or trademark). (b) Subject to the provisions of Section 9.4, Xxxxxxxx Consulting shall defend, indemnify and hold harmless PR, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, successors and assigns from and against any Losses arising from or related to an allegation that any Business Integration Services of Xxxxxxxx Consulting (or the offering or performance thereof) infringe or misappropriate any intellectual property right of any third party (including without limitation, any United States patent, copyright, trade secret or trademark). In addition to its obligations under Section 9.2(a), if any Product licensed to Xxxxxxxx Consulting hereunder is held to constitute an infringement or misappropriation rights of any third party's intellectual property rights . CUSTOMER shall have no obligation or if liability to NeoGenesis under this Section 7.1(b) in PR's opinion, any Product isthe event and to the extent that the alleged infringement (1) is covered by Section 7.1(a) or (2) results from willful misconduct or negligent acts or omissions of NeoGenesis or its Affiliates, or is likely to be held to constituteits or their respective employees, an infringement officers, directors or misappropriation, PR may at its expense and option: (i) procure the right for Xxxxxxxx Consulting to continue using the Product; (ii) replace each copy of the Product in Xxxxxxxx Consulting's inventory for resale to a Client and each copy of the Product licensed by Xxxxxxxx Consulting for use pursuant to Section 5.5 with a non-infringing and non-misappropriating substantially equivalent product; or (iii) modify the Product to make it non-infringing and non- misappropriating while conforming to the Product Specifications or if (i), (ii) and (iii) are not reasonably practical, PR will (iv) terminate the applicable license and require the return of the infringing Product and refund to Xxxxxxxx Consulting the purchase price of such Productsagents.

Infringement Indemnification. (a) Subject to the provisions of Section 9.47.4, PR NeoGenesis shall defend, indemnify and hold harmless Xxxxxxxx ConsultingCUSTOMER, its subsidiaries, parent corporations, *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. Affiliates, officers, directors, independent contractors, partners, shareholderssublicensees, distributors, members, employees, agents, successors and assigns (each, in such capacity, an INDEMNIFIED PARTY) from and against any claim, suit, demand, loss, damage, expense (including reasonable attorney's fees of indemnitee(s) and those that may be asserted by a third party) or liability (collectively, LOSSES) imposed upon them by any third party and arising from or related to an allegation by any a third party claim that (including any Clienti) that use of NeoGenesis Know-How or (ii) practice of the Products (including any Improvements) provided NeoGenesis Patent Rights by PR to Xxxxxxxx Consulting pursuant to CUSTOMER in accordance with the terms of this Agreement infringe violates or misappropriate any infringes the intellectual property right rights of any third party party. NeoGenesis shall have no liability or obligation to CUSTOMER under this Section 7.1(a) in the event and to the extent that the alleged infringement is caused by: (including without limitation1) modifications, any United States patentalterations, copyrightcombinations or enhancements of the Designated Compounds not created by NeoGenesis, trade secret or trademark)(2) or results from willful misconduct or negligent acts or omissions of CUSTOMER or its Affiliates, or its or their respective employees, officers, directors or agents. (b) Subject to the provisions of Section 9.47.3, Xxxxxxxx Consulting CUSTOMER shall defend, indemnify and hold harmless PRNeoGenesis, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, successors and assigns (each, in such capacity, an INDEMNIFIED PARTY) from and against any Losses imposed upon them by any third party and arising from or related to an allegation a third party claim that (i) the use of the CUSTOMER Know-How; (ii) the practice of the CUSTOMER Patent Rights; and (iii) the Manufacture, development, testing, Commercialization, use or other disposition of any Business Integration Services of Xxxxxxxx Consulting (the foregoing, violates or infringes the offering or performance thereof) infringe or misappropriate any intellectual property right of any third party (including without limitation, any United States patent, copyright, trade secret or trademark). In addition to its obligations under Section 9.2(a), if any Product licensed to Xxxxxxxx Consulting hereunder is held to constitute an infringement or misappropriation rights of any third party's intellectual property rights . CUSTOMER shall have no obligation or if liability to NeoGenesis under this Section 7.1(b) in PR's opinion, any Product isthe event and to the extent that the alleged infringement (1) is covered by Section 7.1(a) or (2) results from willful misconduct or negligent acts or omissions of NeoGenesis or its Affiliates, or is likely to be held to constituteits or their respective employees, an infringement officers, directors or misappropriation, PR may at its expense and option: (i) procure the right for Xxxxxxxx Consulting to continue using the Product; (ii) replace each copy of the Product in Xxxxxxxx Consulting's inventory for resale to a Client and each copy of the Product licensed by Xxxxxxxx Consulting for use pursuant to Section 5.5 with a non-infringing and non-misappropriating substantially equivalent product; or (iii) modify the Product to make it non-infringing and non- misappropriating while conforming to the Product Specifications or if (i), (ii) and (iii) are not reasonably practical, PR will (iv) terminate the applicable license and require the return of the infringing Product and refund to Xxxxxxxx Consulting the purchase price of such Productsagents.

Infringement Indemnification. (a) Subject to the provisions of Section 9.4DCCI shall indemnify, PR shall defend, indemnify defend and hold harmless Xxxxxxxx ConsultingBelo, its subsidiariesthe Belo Stations, parent corporationstheir Affiliates and their respective officers, Affiliatesshareholders, officersagents, directors, independent contractorsmembers, partnersemployees and agents (the "RELATED INDEMNIFIED PARTIES"), shareholders, employees, agents, successors and assigns from and against any claimand all losses, suitclaims, demandliabilities, lossdamages, damagecosts and expenses (including, expense (including without limitation, reasonable attorney's fees of indemnitee(s) and those that may be asserted by a third party) or liability (collectively, LOSSESoutside attorneys' fees) arising from out of or related to an allegation incurred by any Belo-Related Indemnified Party as a result of any actual or threatened third party (including any Clienti.e., not an Affiliate, for the purposes of this Section 9) claim, action, investigation, proceeding or suit (each, a "CLAIM") alleging that the Products (including licensing, use, reproduction, display, publishing, distribution or other exploitation of the :CRQ :Cue Technology by any Improvements) provided by PR to Xxxxxxxx Consulting pursuant to this Agreement infringe of the Belo-Related Indemnified Parties in accordance with the rights granted hereunder constitutes an infringement, dilution or misappropriate unauthorized use of any intellectual property patent, copyright, trademark, trade secret, proprietary information, right of privacy or any other proprietary right of any third party (including without limitationcollectively, any United States patentan "INFRINGEMENT"). Belo similarly shall indemnify, copyright, trade secret or trademark). (b) Subject to the provisions of Section 9.4, Xxxxxxxx Consulting shall defend, indemnify defend and hold harmless PR, DCCI and its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, successors and assigns Related Indemnified Parties from and against any Losses arising from or related to an allegation and all Claims alleging that any Business Integration Services the licensing, use, reproduction, display, publishing distribution and other exploitation of Xxxxxxxx Consulting (or content and/or software contained on all Belo-Related Linked Websites, and/or in the offering or performance thereof) infringe or misappropriate any intellectual property right programming of any Belo Station, constitutes an Infringement, or that Belo's authorization of any such link was not permitted. To the extent that Belo obtains an indemnity from parties who own or control any and all Non-Belo Linked Websites to indemnify, defend and hold harmless Belo and/or its Related Indemnified Parties from and against Claims alleging that the licensing, use, reproduction, display, publishing distribution and other exploitation of content and/or software contained on such Non-Belo-Related Linked Websites, constitutes an Infringement, Belo shall indemnify, defend and hold harmless DCCI and its Related Indemnified Parties from such Claims to the same extent. In the event some or all of the :CRQ :Cue Technology is held by a court of competent jurisdiction to infringe a third party (including without limitationproprietary right, any United States patent, copyright, trade secret or trademark). In addition to its obligations under Section 9.2(a), if any Product licensed to Xxxxxxxx Consulting hereunder an injunction is held to constitute an infringement or misappropriation obtained against use of any third party's intellectual property rights or if in PR's opinionmaterial portion of the :CRQ :Cue Technology, any Product isthen DCCI shall promptly, or is likely to be held to constitute, an infringement or misappropriation, PR may at its expense option and optionexpense, either: (i) procure for Belo the right for Xxxxxxxx Consulting to continue using to use the Product; infringing :CRQ :Cue Technology as set forth in this Agreement, (ii) replace each copy of or modify the Product in Xxxxxxxx Consulting's inventory for resale infringing :CRQ :Cue Technology to a Client and each copy of the Product licensed by Xxxxxxxx Consulting for make its use pursuant to Section 5.5 with a non-infringing and non-misappropriating substantially equivalent product; while being capable of performing essentially the same functions, or (iii) modify the Product if, using its best efforts, DCCI is unable to make it non-infringing and non- misappropriating while conforming to the Product Specifications or if (i), (ii) and (iii) are not reasonably practical, PR will (iv) terminate the applicable license and require the return do either of the aforementioned options, then DCCI may require Belo to return the infringing Product material and shall refund to Xxxxxxxx Consulting Belo any fees paid to DCCI under this Agreement and have the purchase price option of such Productsterminating this Agreement. The foregoing shall be Belo's sole remedy in the event the :CRQ :Cue Technology is found to be infringing.

Infringement Indemnification. (a) Subject to the provisions of Section 9.410.3, PR Supplier shall defend, indemnify indemnify, and hold harmless Xxxxxxxx ConsultingBioForm, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, and their respective successors and assigns from and against any claim, suit, demand, loss, damage, expense (including reasonable attorney's ’s fees of indemnitee(s) and those that may be asserted by a third party) ), or liability (collectively, LOSSES“Losses”) arising from or related to an allegation by any third party (including any Client) that the Products (including development, manufacture, marketing, or sale of any Improvements) provided by PR to Xxxxxxxx Consulting pursuant to this Agreement infringe Company Product in the Territory infringes or misappropriate misappropriates any intellectual property Intellectual Property right of any third party party, except for Losses that are the responsibility of BioForm pursuant to Section 10.1(b). If any Company Product is held to constitute an infringement or misappropriation of any third party’s Intellectual Property right or if BioForm and Supplier concur that any Company Product constitutes an infringement or misappropriation, Supplier will at its expense either: (including without limitationi) procure the right for BioForm to continue distributing the Company Product in accordance with this Agreement at no additional cost to BioForm, any United States patent(ii) replace the Company Product with a non-infringing and non-misappropriating equivalent product conforming to the Product Specifications at no additional cost to BioForm, copyright, trade secret or trademark).(iii) modify the Company Product to make it non-infringing and non-misappropriating while conforming to the Product Specifications at no additional cost to BioForm. – 19 – (b) Subject to the provisions of Section 9.410.3, Xxxxxxxx Consulting BioForm shall defend, indemnify indemnify, and hold harmless PRSupplier, its subsidiaries, parent corporations, Affiliates, officers, directors, independent contractors, partners, shareholders, employees, agents, and their respective successors and assigns from and against any Losses arising from or related to (i) an allegation that any Business Integration Services BioForm Trademark used by BioForm in connection with the marketing or sale of Xxxxxxxx Consulting (Company Product infringes or the offering or performance thereof) infringe or misappropriate misappropriates any intellectual property trademark right of any third party (including without limitationparty, any United States patent, copyright, trade secret or trademark). In addition to its obligations under Section 9.2(a), if any Product licensed to Xxxxxxxx Consulting hereunder is held to constitute an infringement or misappropriation of any third party's intellectual property rights or if in PR's opinion, any Product is, or is likely to be held to constitute, an infringement or misappropriation, PR may at its expense and option: (i) procure the right for Xxxxxxxx Consulting to continue using the Product; (ii) replace each copy of from any product description or claim made by BioForm in writing or through electronic transmission that is not consistent with the Product in Xxxxxxxx Consulting's inventory for resale to a Client product description and each copy of the Product licensed claims approved by Xxxxxxxx Consulting for use pursuant to Section 5.5 with a non-infringing and non-misappropriating substantially equivalent product; Supplier, or (iii) modify the a warranty claim asserted by any third party based on a warranty made in connection with Company Product to make it non-infringing and non- misappropriating while conforming to the Product Specifications or if (i), (ii) and (iii) are that was not reasonably practical, PR will (iv) terminate the applicable license and require the return of the infringing Product and refund to Xxxxxxxx Consulting the purchase price of such Productsapproved in writing by Supplier.

Infringement Indemnification. (a) Subject to the provisions of Section 9.4A. Homestore shall indemnify, PR shall defend, indemnify defend and hold harmless Xxxxxxxx Consulting, Cendant (including its subsidiaries, parent corporations, Affiliates, and its and their respective officers, directors, independent contractors, partners, shareholders, employees, agents, successors and permitted assigns thereof) from and against any and all any and all Losses arising out of or in connection with any third party Infringement (as defined in Section 4A(iv) hereof) claims. Homestore's indemnity set forth above in this Section 7A shall not be applicable to any Infringement claims that result from Cendant's alterations or modifications to the Source Code. In the event that the Source Code becomes (or, in Homestore's opinion, is likely to become) the subject of an Infringement claim, suitHomestore shall, demand, loss, damage, at its sole option and expense (including reasonable attorney's fees of indemnitee(s) and those in addition to any and all other remedies that may be asserted by a third partyavailable to Cendant), (i) procure for Cendant the right to continue using the Source Code as contemplated hereunder, (ii) modify the Source Code to eliminate any Infringement which may result from Cendant's use, provided that the modified Source Code's functionality shall remain the same as set forth in the applicable specifications, or liability (collectivelyiii) replace the Source Code with an equally suitable, LOSSEScompatible, and functionally equivalent non-Infringing source code. In the event that options (i) arising from through (iii) above are not reasonably available to or related commercially feasible for Homestore, Cendant shall stop using the Infringing Source Code and may (at its sole election) terminate this Agreement pursuant to an allegation by any third Section 6C hereof. B. Each party hereto shall indemnify, defend and hold harmless the other party (including any Client) that the Products (including any Improvements) provided by PR to Xxxxxxxx Consulting pursuant to this Agreement infringe or misappropriate any intellectual property right of any third party (including without limitation, any United States patent, copyright, trade secret or trademark). (b) Subject to the provisions of Section 9.4, Xxxxxxxx Consulting shall defend, indemnify and hold harmless PR, its subsidiaries, parent corporations, Affiliates, and its and their respective officers, directors, independent contractors, partners, shareholders, employees, agents, successors and permitted assigns thereof) from and against any Losses arising from and all any and all losses, liabilities, damages, claims, costs, penalties, fees (including, but not limited to, reasonable attorneys' fees, disbursements of counsel, and costs of investigation, litigation, and settlement, incurred in any action or related to an allegation that any Business Integration Services of Xxxxxxxx Consulting (proceeding between Cendant and Homestore or the offering or performance thereof) infringe or misappropriate any intellectual property right of any third between either party (including without limitation, any United States patent, copyright, trade secret or trademark). In addition to its obligations under Section 9.2(a), if any Product licensed to Xxxxxxxx Consulting hereunder is held to constitute an infringement or misappropriation of and any third party's intellectual property rights ), and expenses (collectively, "Losses") arising out of or if in PR's opinion, any Product is, or is likely to be held to constitute, an infringement or misappropriation, PR may at its expense and option: connection with (i) procure any breaches by the right for Xxxxxxxx Consulting to continue using the Product; indemnifying party of Sections 3H, 4A(v), and/or 5 hereof, and/or (ii) replace the indemnifying party's willful misconduct and/or intentional or grossly negligent actions hereunder. C. Each party shall provide the other party with prompt written notice of any such claims, and the indemnifying party shall have the right to control and direct the investigation, defense, and settlement of each copy such claim. The indemnified party shall reasonably cooperate with the indemnifying party in connection with the foregoing. The indemnified party may (at its sole option and at its own expense) participate in the claim or action with its own separate legal counsel, in which event the cost of such participation (including the Product cost of such separate legal counsel) shall be borne by the indemnified party. The exercise by the indemnified party of its option to select its own separate legal counsel shall in Xxxxxxxx Consulting's inventory for resale to a Client and each copy of the Product licensed by Xxxxxxxx Consulting for use pursuant to Section 5.5 with a non-infringing and non-misappropriating substantially equivalent product; no way limit or (iii) modify the Product to make it non-infringing and non- misappropriating while conforming to the Product Specifications or if (i), (ii) and (iii) are not reasonably practical, PR will (iv) terminate the applicable license and require the return of the infringing Product and refund to Xxxxxxxx Consulting the purchase price of such Productsindemnifying party's obligations set forth above in this Section 7.