Common use of Infringement Indemnity Clause in Contracts

Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless CUSTOMER and CUSTOMER’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds CUSTOMER in any way without the consent of CUSTOMER, which consent shall not be unreasonably withheld, delayed, and/or conditioned; and (iii) an Indemnified Party, at NACR’s expense, provides all reasonable information and assistance requested by NACR to handle the defense and/or settlement of the Claim. An Indemnified Party, at its expense, may hire legal counsel of its choice to participate in an advisory capacity in discussions, negotiations, or proceedings of the Claim.

Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless CUSTOMER End User and CUSTOMEREnd User’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds CUSTOMER End User in any way without the consent of CUSTOMEREnd User, which consent shall not be unreasonably withheld, delayed, and/or conditioned; and (iii) an Indemnified Party, at NACR’s expense, provides all reasonable information and assistance requested by NACR to handle the defense and/or settlement of the Claim. An Indemnified Party, at its expense, may hire legal counsel of its choice to participate in an advisory capacity in discussions, negotiations, or proceedings of the Claim.

Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless CUSTOMER Customer and CUSTOMERCustomer’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds CUSTOMER Customer in any way without the consent of CUSTOMERCustomer, which consent shall not be unreasonably withheld, delayed, and/or conditioned; and (iii) an Indemnified Party, at NACR’s expense, provides all reasonable information and assistance requested by NACR to handle the defense and/or settlement of the Claim. An Indemnified Party, at its expense, may hire legal counsel of its choice to participate in an advisory capacity in discussions, negotiations, or proceedings of the Claim.

Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless CUSTOMER and CUSTOMER’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds CUSTOMER and/or End User (as the case may be) in any way without the consent of CUSTOMERCUSTOMER and/or End User (as the case may be), which consent shall not be unreasonably withheld, delayed, and/or conditioned; and (iii) an Indemnified Party, at NACR’s expense, provides all reasonable information and assistance requested by NACR to handle the defense and/or settlement of the Claim. An Indemnified Party, at its expense, may hire legal counsel of its choice to participate in an advisory capacity in discussions, negotiations, or proceedings of the Claim.

Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless CUSTOMER and CUSTOMER’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds CUSTOMER in any way without the consent of CUSTOMER, which consent shall not be unreasonably withheld, delayed, and/or conditioned; and (iii) an Indemnified Party, at NACR’s expense, provides all reasonable information and assistance requested by NACR to handle the defense and/or settlement of the Claim. An Indemnified Party, at its expense, may hire legal counsel of its choice to participate in an advisory capacity in discussions, negotiations, or proceedings of the Claim.

Infringement Indemnity. NACR, at NACR’s expense, will defend, indemnify, and hold harmless CUSTOMER Customer and CUSTOMERCustomer’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product infringes any right of any third party. NACR will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a Claim. NACR’s obligations under this Section section are conditioned upon the following: (i) upon becoming aware of the Claim, an Indemnified Party provides to NACR prompt written notice of the Claim; (ii) an Indemnified Party gives to NACR sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds CUSTOMER Customer in any way without the consent of CUSTOMERCustomer, which consent shall not be unreasonably withheld, delayed, and/or conditioned; and (iii) an Indemnified Party, at NACR’s expense, provides all reasonable information and assistance requested by NACR to handle the defense and/or settlement of the Claim. An Indemnified Party, at its expense, may hire legal counsel of its choice to participate in an advisory capacity in discussions, negotiations, or proceedings of the Claim.

Infringement Indemnity. NACR, at NACR’s expense, NICE will defend, indemnify, and hold harmless CUSTOMER Customer and CUSTOMERCustomer’s owners, officers, directors, and employees (individually and collectively, an “Indemnified Party”) from any third party claim, action, suit, or proceeding against an Indemnified Party (a “Claim”) to the extent that such Claim is based upon an allegation that a Product NICE Software infringes any right protected by any patent, copyright, trademark or trade secret of any third partyparty that is enforceable in the United States. NACR NICE will indemnify an Indemnified Party for any judgments, settlements, reasonable costs, and reasonable attorneys’ fees resulting from a ClaimClaim finally awarded by a court of competent jurisdiction in any such Claim after exhaustion of all permissible appeals. NACRNICE’s obligations under this Section are conditioned upon the following: : (i) upon within a reasonable time of becoming aware of the Claim, an Indemnified Party provides to NACR NICE prompt written notice of the Claim; provided, however, that failure to give such notice shall not affect the indemnification hereunder except to the extent that NICE has been actually prejudiced thereby; (ii) an Indemnified Party gives to NACR NICE sole authority and control of the defense and/or settlement of the Claim; provided, however, that NACR shall not enter into any settlement that binds CUSTOMER in any way without the consent of CUSTOMER, which consent shall not be unreasonably withheld, delayed, and/or conditioned; and (iii) an Indemnified Party, at NACR’s expense, Party provides all reasonable relevant information and reasonable assistance requested by NACR NICE to handle the defense and/or settlement of the Claim. An Indemnified Party, at its expense, may hire legal counsel of its choice to participate in an advisory capacity in related to discussions, negotiations, or proceedings of the Claim, but such legal counsel shall not, without the prior written consent of NICE, participate in any other capacity with respect to the Claim.