Common use of Licensee’s Indemnification Obligation Clause in Contracts

Licensee’s Indemnification Obligation. Licensee shall indemnify and hold harmless Prosimo, its officers, directors, employees, agents, representatives, and licensors from, and, at Licensee’s expense, shall defend Prosimo against, any loss, damage or expense (including reasonable and directly related legal costs) that Prosimo incurs or becomes liable for as a result of any breach by Licensee, by any of its Authorized Users, or by its agents, representatives, or others for whom Licensee is responsible, of any of the terms of this Agreement; any negligent, reckless or willful act or omission by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible; any failure by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible to comply with applicable laws in performing under this Agreement; any misuse by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible of the Software or of the Documentation; or, any claim made against Prosimo by any third party for which Prosimo is not liable under this Agreement, and which arises as a consequence of Use of the Software by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible. Licensee shall reimburse Prosimo for its expenses under this Section as they are incurred. Prosimo shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder. Licensee, in the defense of any such claim, action, or proceeding arising under this Section shall not, except with the written consent of Prosimo obtained in advance, enter into any settlement which adversely affects Prosimo’s rights or which does not include, as an unconditional term, a release granted to Prosimo of all liabilities in respect of such claim, action or proceeding.

Licensee’s Indemnification Obligation. Regardless of any inspections conducted by or consents granted by Licensor and regardless of compliance by Licensee shall indemnify (or any Permitted Third Party Provider) with any standards promulgated hereunder, Licensee agrees to indemnify, defend and hold harmless ProsimoLicensor, its officersAffiliates (including parent entities), and their respective stockholders, directors, officers, employees, agentsagents and assignees from and against any and all claims, representativesdemands, causes of action, damages, losses, liabilities, judgments, costs, fines, penalties, obligations, together with all reasonable costs and licensors fromexpenses incurred in connection with the foregoing (including, andwithout limitation, at Licensee’s expensecourt costs, shall defend Prosimo against, litigation expenses and reasonable attorneys fees) (“Damages”) that any loss, damage of them may suffer or expense incur (including reasonable and directly related legal costspursuant to judgment or settlement) that Prosimo incurs or becomes liable for as a result of or relating to (a) Licensee’s use of the Licensed Marks or the Licensed Copyrighted Works (excluding any Damages that result from any claim, suit or proceeding involving an allegation that, if true, would result in a breach of any representation or warranty by Licensor set forth in Section 2.16 of the Purchase Agreement), (b) Licensee, by any of its Authorized Users, or by its agents, representatives, or others for whom Licensee is responsible, ’s breach of any of the terms of this Agreement, and (c) the activities or omissions of Licensee or any of its stockholders, directors, officers, employees, agents and assignees; provided, however, that Licensor shall not be entitled to indemnification hereunder to the extent that the Damages being sought were caused by any negligent, reckless breach of a representation or willful warranty of Licensor hereunder or act or omission by of Licensor. If in the reasonable good faith judgment of Licensor, the Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible; any failure by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible fails to comply with applicable laws in performing under this Agreement; any misuse by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible of the Software or of the Documentation; or, any claim made against Prosimo by any third party for which Prosimo is not liable under this Agreement, undertake and which arises as a consequence of Use of the Software by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible. Licensee shall reimburse Prosimo for its expenses under this Section as they are incurred. Prosimo shall have the right, at its own expense, to participate in continue the defense of any claimof the foregoing, action or proceeding against which Licensor shall have the right (but not obligation) to make and continue such defense as it is indemnified hereunderconsiders appropriate and to settle the underlying matter at the expense of Licensee. LicenseeNothing herein shall prevent Licensor from defending, if it so desires in its own discretion, any matter at its own expense through its own counsel, notwithstanding that the defense of any such claim, action, or proceeding arising under this Section shall not, except with the written consent of Prosimo obtained in advance, enter into any settlement which adversely affects Prosimo’s rights or which does not include, as an unconditional term, a release granted to Prosimo of all liabilities in respect of such claim, action or proceedingthereof may have been undertaken by Licensee.

Licensee’s Indemnification Obligation. Regardless of any inspections conducted by or consents granted by Licensor and regardless of compliance by Licensee shall indemnify (or any Permitted Third Party Provider) with any standards promulgated hereunder, Licensee agrees to indemnify, defend and hold harmless ProsimoLicensor, its officersAffiliates (including parent entities), and their respective stockholders, directors, officers, employees, agentsagents and assignees from and against any and all claims, representativesdemands, causes of action, damages, losses, liabilities, judgments, costs, fines, penalties, obligations, together with all reasonable costs and licensors fromexpenses incurred in connection with the foregoing (including, andwithout limitation, at Licensee’s expensecourt costs, shall defend Prosimo against, litigation expenses and reasonable attorneys fees) (“Damages”) that any loss, damage of them may suffer or expense incur (including reasonable and directly related legal costspursuant to judgment or settlement) that Prosimo incurs or becomes liable for as a result of any or relating to (a) Licensee’s use of the Licensed Marks or the Licensed Copyrighted Works, (b) Licensee’s breach by Licensee, by any of its Authorized Users, or by its agents, representatives, or others for whom Licensee is responsible, of any of the terms of this Agreement, and (c) the activities or omissions of Licensee or any of its stockholders, directors, officers, employees, agents and assignees; provided, however, that Licensor shall not be entitled to indemnification hereunder to the extent that the Damages being sought were caused by any negligent, reckless breach of a representation or willful warranty of Licensor hereunder or act or omission by of Licensor. If in the reasonable good faith judgment of Licensor, the Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible; any failure by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible fails to comply with applicable laws in performing under this Agreement; any misuse by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible of the Software or of the Documentation; or, any claim made against Prosimo by any third party for which Prosimo is not liable under this Agreement, undertake and which arises as a consequence of Use of the Software by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible. Licensee shall reimburse Prosimo for its expenses under this Section as they are incurred. Prosimo shall have the right, at its own expense, to participate in continue the defense of any claimof the foregoing, action or proceeding against which Licensor shall have the right (but not obligation) to make and continue such defense as it is indemnified hereunderconsiders appropriate and to settle the underlying matter at the expense of Licensee. LicenseeNothing herein shall prevent Licensor from defending, if it so desires in its own discretion, any matter at its own expense through its own counsel, notwithstanding that the defense of any such claim, action, or proceeding arising under this Section shall not, except with the written consent of Prosimo obtained in advance, enter into any settlement which adversely affects Prosimo’s rights or which does not include, as an unconditional term, a release granted to Prosimo of all liabilities in respect of such claim, action or proceedingthereof may have been undertaken by Licensee.

Licensee’s Indemnification Obligation. Regardless of any inspections conducted by or consents granted by Licensor and regardless of compliance by Licensee shall indemnify (or any Permitted Third Party Provider) with any standards promulgated hereunder, Licensee agrees to indemnify, defend and hold harmless ProsimoLicensor, its officersAffiliates (including parent entities), and their respective stockholders, directors, officers, employees, agentsagents and assignees from and against any and all claims, representativesdemands, causes of action, damages, losses, liabilities, judgments, costs, fines, penalties, obligations, together with all reasonable costs and licensors fromexpenses incurred in connection with the foregoing (including, andwithout limitation, at Licensee’s expensecourt costs, shall defend Prosimo against, litigation expenses and reasonable attorneys fees) (“Damages”) that any loss, damage of them may suffer or expense incur (including reasonable and directly related legal costspursuant to judgment or settlement) that Prosimo incurs or becomes liable for as a result of any or relating to (a) Licensee’s use of the Licensed Copyrighted Works, (b) Licensee’s breach by Licensee, by any of its Authorized Users, or by its agents, representatives, or others for whom Licensee is responsible, of any of the terms of this Agreement, and (c) the activities or omissions of Licensee or any of its stockholders, directors, officers, employees, agents and assignees; provided, however, that Licensor shall not be entitled to indemnification hereunder to the extent that the Damages being sought were caused by any negligent, reckless breach of a representation or willful warranty of Licensor hereunder or act or omission by of Licensor. If in the reasonable good faith judgment of Licensor, the Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible; any failure by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible fails to comply with applicable laws in performing under this Agreement; any misuse by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible of the Software or of the Documentation; or, any claim made against Prosimo by any third party for which Prosimo is not liable under this Agreement, undertake and which arises as a consequence of Use of the Software by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible. Licensee shall reimburse Prosimo for its expenses under this Section as they are incurred. Prosimo shall have the right, at its own expense, to participate in continue the defense of any claimof the foregoing, action or proceeding against which Licensor shall have the right (but not obligation) to make and continue such defense as it is indemnified hereunderconsiders appropriate and to settle the underlying matter at the expense of Licensee. LicenseeNothing herein shall prevent Licensor from defending, if it so desires in its own discretion, any matter at its own expense through its own counsel, notwithstanding that the defense of any such claim, action, or proceeding arising under this Section shall not, except with the written consent of Prosimo obtained in advance, enter into any settlement which adversely affects Prosimo’s rights or which does not include, as an unconditional term, a release granted to Prosimo of all liabilities in respect of such claim, action or proceedingthereof may have been undertaken by Licensee.