Common use of Intellectual Property Infringement Clause in Contracts

Intellectual Property Infringement. 12.1. Licensor will defend and indemnify the Licensee against a claim that the Software furnished and used within the scope of this Agreement infringes a patent, copyright or trade secret right enforceable in Canada, provided that: 12.1.1. Licensee notifies Licensor in writing within thirty (30) days of the claim issued and provides a copy of the claim to ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ (The Licensor reserves the right to amend the contact information from time to time as available on its website); 12.1.2. Licensor has sole control of the defense and all related settlement negotiations; and 12.1.3. Licensee provides Licensor with the assistance, information and authority necessary to perform above, reasonable out-of-pocket expenses incurred by the Licensee in providing such assistance will be reimbursed by Licensor. 12.2. Licensor shall have no liability for any claim of infringement based on: 12.2.1. use of a superseded or altered release of the Software if such infringement would have been avoided by the use of a current unaltered release of the Software, or 12.2.2. the combination, operation, or use of any Software with software, programs or data not furnished by Licensor if such infringement would have been avoided by the use of the Software without such other software, programs or data. 12.3. In the event the Software is held or are believed by Licensor to infringe, Licensor shall have the option, at its expense, to: 12.3.1. modify the Software to be non-infringing without materially reducing the functionality; 12.3.2. obtain for Licensee a license to continue using the Software; or 12.3.3. terminate this Agreement for the infringing Software and refund the license fees paid for the license, prorated over a five-year term from the date the Software was installed by the Licensee. This Paragraph 12.3 states Licensor's entire liability for infringement.