Common use of Intellectual Property Indemnification Clause in Contracts

Intellectual Property Indemnification. (a) Indemnification. Kofax will indemnify and defend, at its own expense, any claim, suit or proceeding brought against You by a third party to the extent it is based upon a claim that Your use of the Software in the venue the Software is licensed to You and pursuant to this License Agreement infringes upon any patent, copyright or trade secret of a third party. If You comply with the provisions hereof, Kofax will pay all damages, costs and expenses finally awarded to third parties against You in such action. If the Software is, or in Kofax's opinion might be, held to infringe as set forth above, Kofax may, at its option (i) acquire the right for You to continue to use the Software upon the terms of this Agreement, (ii) modify the Software to avoid or correct the infringement, or (iii) replace the Software. If none of such alternatives are, in Kofax's opinion, commercially reasonable, You will return the infringing Software to Kofax, and Kofax's sole liability, in addition to its obligation to pay awarded damages, costs and expenses as set forth above, will be to refund the license fees You paid to Kofax hereunder, depreciated on a 3-year, straight-line basis.

Intellectual Property Indemnification. (a) Indemnification. Kofax will indemnify and defend, at its own expense, any claim, suit or proceeding brought against You by a third party to the extent it is based upon a claim that Your use of the Software in the venue United States, Canada, Australia or the Software is licensed to You and European Union pursuant to this License Agreement infringes upon any patent, copyright or trade secret of a third party. If You comply with the provisions hereof, Kofax will pay all damages, costs and expenses finally awarded to third parties against You in such action. If the Software is, or in Kofax's opinion might be, held to infringe as set forth above, Kofax may, at its option (i) acquire the right for You to continue to use the Software upon the terms of this Agreement, (ii) modify the Software to avoid or correct the infringement, or (iii) replace the Software. If none of such alternatives are, in Kofax's opinion, commercially reasonable, You will return the infringing Software to Kofax, and Kofax's sole liability, in addition to its obligation to pay awarded damages, costs and expenses as set forth above, will be to refund the license fees You paid to Kofax hereunder, depreciated on a 3-year, straight-line basis.

Intellectual Property Indemnification. (a) Indemnification. Kofax will indemnify and defend, at its own expense, any claim, suit or proceeding brought against You You, the original end user, by a third party to the extent it is based upon a claim that Your use of the Software in the venue the Software is licensed to You originally and pursuant to this License Agreement infringes upon any patent, copyright or trade secret of a third party. If You comply with the provisions hereof, Kofax will pay all damages, costs and expenses finally awarded to third parties against You in such action. If the Software is, or in Kofax's opinion might be, held to infringe as set forth above, Kofax may, at its option (i) acquire the right for You to continue to use the Software upon the terms of this Agreement, (ii) modify the Software to avoid or correct the infringement, or (iii) replace the Software. If none of such alternatives are, in Kofax's opinion, commercially reasonable, You will return the infringing Software to Kofax, and Kofax's sole liability, in addition to its obligation to pay awarded damages, costs and expenses as set forth above, will be to refund the license fees You paid to Kofax hereunder, depreciated on a 3-year, straight-line basis.

Intellectual Property Indemnification. (a) Indemnification. Kofax will indemnify and defend, at its own expense, any claim, suit or proceeding brought against You by a third party to the extent it is based upon a claim that Your use of the Software in the venue the Software is licensed to You and pursuant to this License Agreement infringes upon any patent, copyright or trade secret of a third party. If You comply with the provisions hereof, Kofax will pay all damages, costs and expenses finally awarded to third parties against You in such action. If the Software is, or in Kofax's opinion might be, held to infringe as set forth above, Kofax may, at its option (i) acquire the right for You to continue to use the Software upon the terms of this Agreement, (ii) modify the Software to avoid or correct the infringement, or (iii) replace the Software. If none of such alternatives are, in Kofax's opinion, commercially reasonable, You will return the infringing Software to Kofax, and KofaxXxxxx's sole liability, in addition to its obligation to pay awarded damages, costs and expenses as set forth above, will be to refund the license fees You paid to Kofax hereunder, depreciated on a 3-year, straight-line basis.

Intellectual Property Indemnification. (a) Indemnification. Kofax will indemnify and defend, at its own expense, any claim, suit or proceeding brought against You by a third party to the extent it is based upon a claim that Your use of the Software in the venue the Software is licensed to You and pursuant to this License Agreement infringes upon any patent, copyright or trade secret of a third party. If You comply with the provisions hereof, Kofax will pay all damages, costs and expenses finally awarded to third parties against You in such action. If the Software is, or in Kofax's opinion might be, held to infringe as set forth above, Kofax may, at its option (i) acquire the right for You to continue to use the Software upon the terms of this Agreement, (ii) modify the Software to avoid or correct the infringement, or (iii) replace the Software. If none of such alternatives are, in KofaxXxxxx's opinion, commercially reasonable, You will return the infringing Software to Kofax, and KofaxXxxxx's sole liability, in addition to its obligation to pay awarded damages, costs and expenses as set forth above, will be to refund the license fees You paid to Kofax hereunder, depreciated on a 3-year, straight-line basis.

Intellectual Property Indemnification. (a) Indemnification. Kofax will indemnify and defend, at its own expense, any claim, suit or proceeding brought against You by a third party to the extent it is based upon a claim that Your use of the Software in the venue United States, Canada, Australia or the Software is licensed to You and European Union pursuant to this License Agreement infringes upon any patent, copyright or trade secret of a third party. If You comply with the provisions hereof, Kofax will pay all damages, costs and expenses finally awarded to third parties against You in such action. If the Software is, or in KofaxXxxxx's opinion might be, held to infringe as set forth above, Kofax may, at its option (i) acquire the right for You to continue to use the Software upon the terms of this Agreement, (ii) modify the Software to avoid or correct the infringement, or (iii) replace the Software. If none of such alternatives are, in KofaxXxxxx's opinion, commercially reasonable, You will return the infringing Software to Kofax, and Kofax's sole liability, in addition to its obligation to pay awarded damages, costs and expenses as set forth above, will be to refund the license fees You paid to Kofax hereunder, depreciated on a 3-year, straight-line basis.

Intellectual Property Indemnification. (a) Indemnification. Kofax will indemnify and defend, at its own expense, any claim, suit or proceeding brought against You by a third party to the extent it is based upon a claim that Your use of the Software in the venue the Software is licensed to You and pursuant to this License Agreement infringes upon any patent, copyright or trade secret of a third party. If You comply with the provisions hereof, Kofax will pay all damages, costs and expenses finally awarded to third parties against You in such action. If the Software is, or in Kofax's opinion might be, held to infringe as set forth above, Kofax may, at its option (i) acquire the right for You to continue to use the Software upon the terms of this Agreement, (ii) modify the Software to avoid or correct the infringement, or (iii) replace the Software. If none of such alternatives are, in KofaxXxxxx's opinion, commercially reasonable, You will return the infringing Software to Kofax, and Kofax's sole liability, in addition to its obligation to pay awarded damages, costs and expenses as set forth above, will be to refund the license fees You paid to Kofax hereunder, depreciated on a 3-year, straight-line basis.

Intellectual Property Indemnification. (a) Indemnification. Kofax will indemnify and defend, at its own expense, any claim, suit or proceeding brought against You you by a third party to the extent it is based upon a claim that Your use of the Software in the venue United States, Canada, Australia or the Software is licensed to You and European Union pursuant to this License Agreement infringes upon any patent, copyright or trade secret of a third party. If You comply with the provisions hereof, Kofax will pay all damages, costs and expenses finally awarded to third parties against You in such action. If the Software is, or in Kofax's opinion might be, held to infringe as set forth above, Kofax may, at its option (i) acquire the right for You to continue to use the Software upon the terms of this Agreement, (ii) modify the Software to avoid or correct the infringement, or (iii) replace the Software. If none of such alternatives are, in Kofax's opinion, commercially reasonable, You will return the infringing Software to Kofax, and Kofax's sole liability, in addition to its obligation to pay awarded damages, costs and expenses as set forth above, will be to refund the license fees You paid to Kofax hereunder, depreciated on a 3-year, straight-line basis.

Intellectual Property Indemnification. (a) Indemnification. Kofax will indemnify and defend, at its own expense, any claim, suit or proceeding brought against You by a third party to the extent it is based upon a claim that Your use of the Software in the venue United States, Canada, Australia or the Software is licensed to You and European Union pursuant to this License Agreement infringes upon any patent, copyright or trade secret of a third party. If You comply with the provisions hereof, Kofax will pay all damages, costs and expenses finally awarded to third parties against You in such action. If the Software is, or in Kofax's opinion might be, held to infringe as set forth above, Kofax may, at its option (i) acquire the right for You to continue to use the Software upon the terms of this Agreement, (ii) modify the Software to avoid or correct the infringement, or (iii) replace the Software. If none of such alternatives are, in Kofax's opinion, commercially reasonable, You will return the infringing Software to Kofax, and Kofax's sole liability, in addition to its obligation to pay awarded damages, costs and expenses as set forth above, will be to refund the license fees You paid to Kofax hereunder, depreciated on a 3-3- year, straight-line basis.