Common use of IP Indemnity Clause in Contracts

IP Indemnity. Entrust will defend You from any claims by third parties that the Software infringes upon or misappropriates any existing third-party United States patent, trade-mark, or copyright (a "Claim"), and will pay any damages, settlements, costs, and expenses, including court costs and reasonable attorney's fees, finally awarded against You by a court or arbitrator in any proceeding related to such claim, provided, however, that You (i) give to Entrust prompt written notice of each Claim threatened or received by You, (ii) give to Entrust the sole right to control and direct the investigation, defense and settlement of such Claim, and (iii) have not compromised or settled the Claim. In the event that (1) Entrust becomes aware of an actual or potential Claim, or (2) You provide Entrust with notice of an actual or potential Claim, Entrust may (or in the case of an injunction against You, will), at Entrust’s sole option and determination: (A) procure for You the right to continue to use the Software; or (B) replace or modify the Software with equivalent or better Software so that Your use is no longer infringing; or (C) if (A) or (B) are not commercially reasonable, take return of the affected portion of the Software and pay to You fees paid by You for the Services related to the affected portion of the Software during the three month period immediately preceding the Claim. Entrust will have no liability to You under this section and will be indemnified and held harmless by You against any Claim in respect of any Software in the event that such Software: (I) is used by You outside the scope or the license granted in this Plan or in a manner or for a purpose other than that for which it was supplied; (II) is modified by You without the written consent of Entrust; or

IP Indemnity. Entrust will defend You from any claims by third parties that the Software infringes upon or misappropriates any existing third-party United States patent, trade-markxxxx, or copyright (a "Claim"), and will pay any damages, settlements, costs, and expenses, including court costs and reasonable attorney's fees, finally awarded against You by a court or arbitrator in any proceeding related to such claim, provided, however, that You (i) give to Entrust prompt written notice of each Claim threatened or received by You, (ii) give to Entrust the sole right to control and direct the investigation, defense and settlement of such Claim, and (iii) have not compromised or settled the Claim. In the event that (1) Entrust becomes aware of an actual or potential Claim, or (2) You provide Entrust with notice of an actual or potential Claim, Entrust may (or in the case of an injunction against You, will), at Entrust’s sole option and determination: (A) procure for You the right to continue to use the Software; or (B) replace or modify the Software with equivalent or better Software so that Your use is no longer infringing; or (C) if (A) or (B) are not commercially reasonable, take return of the affected portion of the Software and pay to You fees paid by You for the Services related to the affected portion of the Software during the three month period immediately preceding the Claim. Entrust will have no liability to You under this section and will be indemnified and held harmless by You against any Claim in respect of any Software in the event that such Software: (I) is used by You outside the scope or the license granted in this Plan or in a manner or for a purpose other than that for which it was supplied; (II) is modified by You without the written consent of Entrust; or