Common use of Infringement of Intellectual Property Rights Clause in Contracts

Infringement of Intellectual Property Rights. If a third party claims that the Software infringes any patent, copyright, trade secret, or similar Intellectual Property Rights, Phoenix shall (as long as the Marketing Agent is not in default under this Agreement or any other agreement with Phoenix) indemnify and defend the Marketing Agent against such claim at Phoenix's expense, provided that the Marketing Agent promptly notifies Phoenix in writing of any such claim, allows Phoenix to control all negotiations and litigation related thereto, and cooperates with Phoenix in the defense and disposition of such claim, including any related settlement negotiations.

Infringement of Intellectual Property Rights. If a third party claims that the Software infringes any patent, copyright, trade secret, or similar Intellectual Property Rights, Phoenix shall (as long as the Marketing Agent Partner is not in default under this Agreement or any other agreement with Phoenix) indemnify and defend the Marketing Agent Partner against such claim at Phoenix's expense, provided that the Marketing Agent Partner promptly notifies Phoenix in writing of any such claim, allows Phoenix to control all negotiations and litigation related thereto, and cooperates with Phoenix in the defense and disposition of such claim, including any related settlement negotiations.