Common use of Intellectual Property Infringement Indemnification Clause in Contracts

Intellectual Property Infringement Indemnification. Each Party agrees to hold the other Party, its subsidiaries, distributors, assignees and Affiliates, and their respective officers, directors, employees, and shareholders (collectively, the "Indemnities") harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against a Party's Indemnities by any third party that the use or distribution of the Software that is the subject of this Agreement and owned by the other Party, infringes or violates any third party's patent, copyright, trade secret or other intellectual property right in any country. Indemnification hereunder shall cover all damages, regardless of their nature, settlements, expenses and costs, including costs of investigation, court costs and attorneys' fees. The payment of any indemnification shall be contingent on: (i) A Party giving prompt written notice to the other Party of any such claim or allegation; (ii) Cooperation by the indemnified Party with the other Party in its defense against the claim; and (iii) The indemnified Parties obtaining the other Party's prior written approval of any settlement, if any, by the indemnified Party of such matters, such approval not to be unreasonably withheld. Notwithstanding the foregoing, neither Party shall have the obligation to indemnify the other for any claims of infringement based on any modification by the latest version of its Software, or from the combination of its Software with any other program, to the extent such claim would not have arisen without such combination or from use of the unmodified Software.

Intellectual Property Infringement Indemnification. Each Party agrees to hold the other Party, its subsidiaries, distributors, assignees and Affiliates, and their respective officers, directors, employees, and shareholders (collectively, the "Indemnities") harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against a Party's Indemnities by any third party that the use or distribution of the Software that is the subject of this Agreement and owned by the other Party, infringes or violates any third party's patent, copyright, trade secret or other intellectual property right in any country. Indemnification hereunder shall cover all damages, regardless of their nature, settlements, expenses and costs, including costs of investigation, court costs and attorneys' fees, and shall be for a period of seven (7) years from the Effective Date. The payment of any indemnification shall be contingent on: (i) A Party giving prompt written notice to the other Party of any such claim or allegation; (ii) Cooperation by the indemnified Party with the other Party in its defense against the claim; and (iii) The indemnified Parties obtaining the other Party's prior written approval of any settlement, if any, by the indemnified Party of such matters, such approval not to be unreasonably withheld. Notwithstanding the foregoing, neither Party shall have the obligation to indemnify the other for any claims of infringement based on any modification by the latest version of its Software, or from the combination of its Software with any other program, to the extent such claim would not have arisen without such combination or from use of the unmodified Software.

Intellectual Property Infringement Indemnification. Each Party agrees to hold the other Party, its subsidiaries, distributors, assignees and Affiliates, and their respective officers, directors, employees, and shareholders (collectively, the "Indemnities") harmless from and against any claim of any nature, including, but not limited to, administrative, civil or criminal procedures, which is or may be made or raised against a Party's Indemnities by any third party that the use or distribution of the Software that is the subject of this Agreement and owned by the other Party, infringes or violates any third party's patent, copyright, trade secret or other intellectual property right in any country. Indemnification hereunder shall cover all damages, regardless of their nature, settlements, expenses and costs, including costs of investigation, court costs and attorneys' fees, and shall be for a period of seven (7) years from the Effective Date. The payment of any indemnification shall be contingent on: (i) A Party giving prompt written notice to the other Party of any such claim or allegation; (ii) Cooperation by the indemnified Party with the other Party in its defense against the claim; and (iii) The indemnified Parties obtaining the other Party's prior written approval of any settlement, if any, by the indemnified Party of such matters, such approval not to be unreasonably withheld. Notwithstanding the foregoing, neither Party shall have the obligation to indemnify the other for any claims of infringement based on any modification by the latest version of its Software, or from the combination of its Software with any other program, to the extent such claim would not have arisen without such combination or from use of the unmodified Software.