Common use of INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION Clause in Contracts

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 13.1 Subject to the provisions as set forth herein below, Seller shall defend, indemnify, and hold Buyer, its Affiliates and customers, and their officers, directors, stockholders and employees (“Buyer Indemnitees”), harmless from and against all demands, liabilities, losses, penalties, damages, obligations, causes of action, suits, claims, proceedings or injuries of any kind (collectively, “Claims”) arising from any actual or claimed infringement, violation or misappropriation of patents, mask work rights, copyrights or trade secret rights with respect to the Products or any use of the Products. 13.2 In the case of any indemnity under this Agreement: (i) Buyer shall promptly notify Seller In writing of any claim of infringement upon determining such claim is covered by this indemnity; provided, however, any such failure to notify shall not relieve Seller of its obligations hereunder except to the extent that Seller is actually prejudiced by such failure to notify; and (ii) Seller shall have sole control of both the defense of any action on such claim and all negotiations for its settlement or compromise; provided, Buyer and any Buyer Indemnitee may participate in any proceeding using counsel approved by Seller in advance (which approval shall not be unreasonably withheld), at its own expense; and provided further, if representation by counsel retained by Seller would be inappropriate because of conflict of interests of Buyer or any Buyer Indemnitee and any other party represented by such counsel, Buyer may so notify Seller in writing and Seller will elect a different counsel; and (iii) at Seller’s sole cost and expense, Buyer shall provide all reasonably necessary information and assistance to Seller and its counsel for the defense of such claim; and

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 13.1 Subject to the provisions as set forth herein below, Seller I3S shall defend, indemnify, indemnify and hold Buyerharmless ARCHSTONE, its Affiliates and customersdirectors, and their trustees, officers, directorsshareholders, stockholders employees and employees (“Buyer Indemnitees”)agents and its successors and assigns, harmless from and against any and all claims, demands, actions, liabilities, losses, penaltiesdamages and expenses, damagesincluding, obligationswithout limitation, causes settlement costs and reasonable attorneys' fees, arising out of action, suits, claims, proceedings or injuries of any kind (collectively, “Claims”) arising from relating to any actual or claimed infringementalleged infringement of any third party's trade secrets, violation trademark, service mark, xxpyright, patent or misappropriation other intellectual property rights (the "Intellectual Property Rights") in connection with the use of patents, mask work rights, copyrights or trade secret rights with respect said Intellectual Property Rights hereunder. I3S's obligation pursuant to the Products or any use of immediately preceding sentence is subject to the Products. 13.2 In the case of any indemnity under this Agreement: following conditions: (i) Buyer ARCHSTONE shall promptly notify Seller In writing give I3S prompt written notice of any claim all actions, claims or threats against ARCHSTONE of infringement upon determining such claim is covered by this indemnity; or violation of Intellectual Property Rights (provided, however, any such that failure to notify give such notice shall not relieve Seller of its limit I3S's indemnification obligations hereunder except to the extent that Seller is actually prejudiced by such failure to notifyhereunder); and (ii) Seller ARCHSTONE shall have sole permit I3S to elect to assume complete control of both such claims at I3S's sole discretion and expense; and (iii) ARCHSTONE shall cooperate fully with I3S, at I3S's sole cost and expense, in defending against claims, including making known or available to the defense indemnifying party, upon reimbursement of any action all costs associated with provision or reproduction of, all records and document pertaining to claims. I3S shall not enter into a settlement that imposes liability on such claim and all negotiations for its settlement or compromise; providedARCHSTONE without ARCHSTONE's consent, Buyer and any Buyer Indemnitee may participate in any proceeding using counsel approved by Seller in advance (which approval consent shall not be unreasonably withheld), at its own expense; and provided further, if representation by counsel retained by Seller would be inappropriate because of conflict of interests of Buyer delayed or any Buyer Indemnitee and any other party represented by such counsel, Buyer may so notify Seller in writing and Seller will elect a different counsel; and (iii) at Seller’s sole cost and expense, Buyer shall provide all reasonably necessary information and assistance to Seller and its counsel for the defense of such claim; andconditioned.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 13.1 Subject to the provisions as set forth herein below, Seller shall defend, indemnify, hold harmless, and hold at Buyer’s request, defend Buyer, its Affiliates and customers, and their officers, directors, stockholders customers, agents and employees (“Buyer Indemnitees”)employees, harmless from and against all demandsclaims, liabilities, damages, losses, penaltiesand expenses, damagesincluding attorneys’ fees and court costs arising out of or in any way connected with the Goods or Services, obligationsincluding, causes of actionwithout limitation, suits, claims, proceedings or injuries of any kind (collectively, “Claims”) arising from any actual or claimed infringement, violation or misappropriation of patents, mask work rights, copyrights or trade secret rights with respect to the Products or any use of the Products. 13.2 In the case of any indemnity under this Agreement: (i) any claim based on the death or bodily injury to any person, destruction or damage to property, or contamination of the environment and any associated clean-up costs, (ii) Seller failing to satisfy I.R.S. or other applicable guidelines for an independent contractor, (iii) any claim based on the negligence, omissions, or willful misconduct of Seller or any of its personnel, and (iv) any claim by a third party against Buyer shall promptly notify Seller In writing alleging that the Goods or Services, the results of such Services, or any other products or processes provided pursuant to this Agreement, or the use of any claim of infringement upon determining such claim is covered by this indemnity; providedthe foregoing, howeverinfringe any patent, any such failure to notify shall not relieve Seller copyright, trademark, trade secret, or other proprietary right of its obligations hereunder a third party, except to the extent that such infringement is found to result from Buyer’s combination of Goods with other materials not provided by Seller is actually prejudiced or from any drawing or other specification supplied by such failure to notify; and (ii) Selle r. Seller shall have sole control of both not settle any such suit or claim without Buyer’s prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by Buyer in enforcing this indemnity, including attorneys’ fees. Without limiting the defense foregoing, should the use of any action on such claim and all negotiations for Goods or Services by Buyer or its settlement customers be enjoined, be threatened by injunction, or compromise; providedbe the subject of any legal proceeding, Buyer and any Buyer Indemnitee may participate in any proceeding using counsel approved by Seller in advance (which approval shall not be unreasonably withheld)shall, at its own expense; and provided further, if representation by counsel retained by Seller would be inappropriate because of conflict of interests of Buyer or any Buyer Indemnitee and any other party represented by such counsel, Buyer may so notify Seller in writing and Seller will elect a different counsel; and (iii) at Seller’s sole cost and expense, either (a) substitute fully equivalent non-infringing Goods or Services, (b) modify the Goods or Services so that they no longer infringe but remain fully equivalent in functionality, (c) obtain for the benefit of Buyer shall provide all reasonably necessary information and assistance to Seller and its counsel customers the right to continue using the Goods or Services, or (d) if none of the foregoing is possible, at Buyer’s option, refund all amounts paid for the defense of such claim; andany affected Goods or Services.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 13.1 Subject to the provisions as set forth herein below, Seller I(3)S shall defend, indemnify, indemnify and hold Buyerharmless GTE, its Affiliates and customersparent, and their officerssubsidiaries, affiliates, directors, stockholders officers, shareholders, employees and employees (“Buyer Indemnitees”)agents and its successors and assigns, harmless from and against any and all claims, demands, actions, liabilities, losses, penaltiesdamages and expenses, damagesincluding, obligationswithout limitation, causes settlement costs and reasonable attorneys' fees, arising out of action, suits, claims, proceedings or injuries of any kind (collectively, “Claims”) arising from relating to any actual or claimed infringementalleged infringement of any third party's trade secrets, violation trademark, service mark, xxpyright, patent or misappropriation other intellectual property rights (the "Intellectual Property Rights") in connection with the use of patents, mask work rights, copyrights or trade secret rights with respect said Intellectual Property Rights hereunder. I(3)S's obligation pursuant to the Products or any use of immediately preceding sentence is subject to the Products. 13.2 In the case of any indemnity under this Agreement: following conditions: (i) Buyer GTE shall promptly notify Seller In writing give I(3)S prompt written notice of any claim all actions, claims or threats against GTE of infringement upon determining or violation of Intellectual Property Rights; (ii) GTE shall permit I(3)S to elect to assume complete control of such claim is covered by this indemnityclaims at its sole discretion and expense; provided, however, that GTE may elect, in such case, to retain its own counsel, at GTE's expense, to represent GTE's interest; and further, provided, however, that I(3)S will fully cooperate with GTE and keep it fully informed and refrain from entering into any such failure to notify shall not relieve Seller of its obligations hereunder except to the extent that Seller is actually prejudiced by such failure to notify; and (ii) Seller shall have sole control of both the defense of any action on such claim and all negotiations for its settlement or compromise; providedagreed judgment without GTE's prior written consent, Buyer and any Buyer Indemnitee may participate in any proceeding using counsel approved by Seller in advance (which approval consent shall not be unreasonably withheld), at its own expensedelayed or conditioned; and provided further, if representation by counsel retained by Seller would be inappropriate because of conflict of interests of Buyer or any Buyer Indemnitee and any other party represented by such counsel, Buyer may so notify Seller in writing and Seller will elect a different counsel; and (iii) at Seller’s sole cost GTE shall cooperate fully with I(3)S in defending against claims, including making known or available to the indemnifying party, upon reimbursement of all costs associated with provision or reproduction of, all records and expense, Buyer shall provide all reasonably necessary information and assistance document pertaining to Seller and its counsel for the defense of such claim; andclaims.

INTELLECTUAL PROPERTY RIGHTS INDEMNIFICATION. 13.1 Subject 10.1 The Supplier shall indemnify the Customer from and against any claim or action that the possession, use, or maintenance of the Subscription Service infringes the Intellectual Property Rights of a third party (“Claim”) and shall fully indemnify the Customer from and against any losses, damages, costs (including all legal fees) and expenses awarded against the Customer as a result of, or in connection with, any such Claim. 10.2 The indemnity at Clause 10.1 is conditional upon the Customer: 10.1. 1Promptly notifying the Supplier in writing of any Claim or alleged claim, specifying the nature of the Claim in reasonable detail; 10.1. 2Granting the Supplier sole control of the defence including conducting any negotiations or litigation including defence of proceedings and/or settlement of any claim and the costs incurred or recovered in such negotiations or settled claim shall be for the Supplier’s account; 10.1. 3Not making any admission of liability, agreement or compromise in relation to the provisions as set forth herein belowClaim without the prior written consent of the Supplier (such consent not to be unreasonably conditioned, Seller shall defend, indemnify, withheld or delayed); 10.1. 4Giving the Supplier and hold Buyer, its Affiliates professional advisers reasonable assistance and customers, access at reasonable times (on reasonable prior notice) to its premises and their its officers, directors, stockholders employees, agents, representatives or advisers, and employees (“Buyer Indemnitees”)to any relevant assets, harmless from accounts, documents and against all demands, liabilities, losses, penalties, damages, obligations, causes of action, suits, claims, proceedings records within the power or injuries of any kind (collectively, “Claims”) arising from any actual or claimed infringement, violation or misappropriation of patents, mask work rights, copyrights or trade secret rights with respect to the Products or any use control of the Products. 13.2 In Customer, so as to enable the case Supplier and its professional advisers to examine them and to take copies for the purpose of any indemnity under this Agreement: (i) Buyer shall promptly notify Seller In writing of any claim of infringement upon determining such claim is covered by this indemnity; provided, however, any such failure to notify shall not relieve Seller of its obligations hereunder except to assessing the extent that Seller is actually prejudiced by such failure to notifyClaim; and (ii) Seller shall have sole control of both 10.1. 5Allowing the defense of any action on such claim and all negotiations for its settlement Supplier to modify the Subscription Services so as to avoid the infringement, provided that the modification does not materially affect the functionality or compromise; provided, Buyer and any Buyer Indemnitee may participate in any proceeding using counsel approved by Seller in advance (which approval shall not be unreasonably withheld), at its own expense; and provided further, if representation by counsel retained by Seller would be inappropriate because of conflict of interests of Buyer or any Buyer Indemnitee and any other party represented by such counsel, Buyer may so notify Seller in writing and Seller will elect a different counsel; and (iii) at Seller’s sole cost and expense, Buyer shall provide all reasonably necessary information and assistance to Seller and its counsel Fees payable for the defense of such claim; andSubscription Service.