Common use of Infringement Indemnity Clause in Contracts

Infringement Indemnity. Each party (an “Indemnifying Party”) agrees to indemnify, defend and hold the other Party and its officers, directors, agents, employees, successors and assigns (“Indemnified Parties”) harmless from and against any and all losses incurred by an Indemnified Party arising from any third party claim related to an Intellectual Property Right asserted against the Indemnified Party by virtue of the Indemnified Party’s use of the Indemnifying Party’s intellectual property; provided, however, that (i) the Indemnifying Party is given prompt notice of any such claim, (ii) the Indemnifying Party has the right to control and direct the defense of such claim, and (iii) the Indemnified Party fully cooperates with the Indemnifying Party in such defense.