Common use of Intellectual Property Indemnities Clause in Contracts

Intellectual Property Indemnities. 12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with this TLA, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suit, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM shall have sole control of the defence and any settlement thereof; (iii) LICENSEE shall not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon request, any information available to LICENSEE relating to the defence of such claim; (v) LICENSEE provides reasonable assistance to ARM in the defence of such claim; and (vi) ARM, at its option and expense, may; (a) obtain for LICENSEE the right to continue to use the ARM Technology; or (b) replace or modify the ARM Technology so that it becomes non-infringing, in which event LICENSEE shall cease use of the infringing ARM Technology. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.

Intellectual Property Indemnities. 12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under tinder this TLATLA or the Trademarks, when used in accordance with this TLA, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suitsuit or agreed in any settlement, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM shall have has sole control of the defence defense and any settlement thereof; (iii) LICENSEE shall does not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon requestrequest and at ARM’s expense, any information available to LICENSEE relating to the defence defense of such claim; (v) LICENSEE provides reasonable assistance to ARM ARM, at ARM’s expense, in the defence defense of such claim; and (vi) ARM, at its option and expense, may; (a) obtain for LICENSEE the right to continue to use the ARM Technology; or (b) replace or modify the ARM Technology so that it becomes non-infringing, in which event LICENSEE shall cease use of the infringing ARM Technology. The expenses related to the provision of information or assistance by LICENSEE to ARM under the provisions of Clause 12.1(iv) or 12.1(v) for which ARM shall be limited to the [***]. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.

Intellectual Property Indemnities. 12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that the Trade Marks or any of the ARM Technology delivered by ARM to LICENSEE under this TLA, when used in accordance with the provisions of this TLA, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suitsuit or agreed in any settlement, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM shall have has sole control of the defence and any settlement thereof; (iii) LICENSEE shall does not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon request, any information available to LICENSEE relating to the defence defense of such claim; (v) LICENSEE provides reasonable assistance to ARM in the defence defense of such claim; and (vi) ARM, at its option and expense, may; (a) obtain for LICENSEE the right to continue to ceases use the ARM Technology; or (b) replace or modify of the ARM Technology so that it becomes which is the subject of the infringement claim upon receipt from ARM of any non-infringing, in which event LICENSEE shall cease use of the infringing replacement for such ARM Technology. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE TRADE MARKS OR THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.

Intellectual Property Indemnities. 12.1 Except as provided under Clause 12.2, in the event of a suit against LICENSEE based upon a claim that any of the ARM Technology delivered by ARM to LICENSEE under tinder this TLATLA or the Trademarks, when used in accordance with this TLA, infringes any third party Intellectual Property, ARM agrees, subject to the limitations of Clauses 13.1 and 13.2, to defend and indemnify LICENSEE, at ARM’s expense, and to pay costs and damages finally awarded in any such suitsuit or agreed in any settlement, provided that; (i) ARM is promptly notified by LICENSEE, in writing, of any threats, claims and proceedings related thereto; (ii) ARM shall have has sole control of the defence defense and any settlement thereof; (iii) LICENSEE shall does not make any admission of liability nor settle or otherwise compromise any such claim without ARM’s prior written consent; (iv) LICENSEE furnishes to ARM, upon requestrequest and at ARM’s expense, any information available to LICENSEE relating to the defence defense of such claim; (v) LICENSEE provides reasonable assistance to ARM ARM, at ARM’s expense, in the defence defense of such claim; and (vi) ARM, at its option and expense, may; (a) obtain for LICENSEE the right to continue to use the ARM Technology; or (b) replace or modify the ARM Technology so that it becomes non-infringing, in which event LICENSEE shall cease use of the infringing ARM Technology. The expenses related to the provision of information or assistance by LICENSEE to ARM under the provisions of Clause 12.1(iv) or 12.1(v) for which ARM shall be limited to the [***]. THE FOREGOING STATES THE ENTIRE LIABILITY OF ARM WITH RESPECT TO INFRINGEMENT BY THE ARM TECHNOLOGY OF ANY THIRD PARTY INTELLECTUAL PROPERTY.. 15 of 49 *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION