Common use of Licensee’s Indemnity Clause in Contracts

Licensee’s Indemnity. (a) Subject to clause 9(c), the Licensee agrees to indemnify the Licensor, their officers, employees and agents and keep the Licensor, their officers, employees and agents indemnified in respect of any (1) Third Party Claims; and (2) breach by the Licensee of the Licensee’s obligations under this Agreement, except to the extent that such breach was caused or contributed to by the negligence, or wilful misconduct, of the Licensor. The Licensee shall have no liability to the Licensor in relation to a Claim that is directly related to the infringement of the IPR of a third party to which clause 4(f) applies and the Licensor fails to take the actions described in clauses 4(f) or 4(g) to resolve the matter and providing that the Licensee provides the Licensor with reasonable co-operation in relation to a Claim as set out in 4(h) above. (b) The Licensee’s obligation to indemnify the Licensor and their officers, employees and agents set out in clause 9(a) is a continuing obligation separate and independent of the Licensee’s other obligations and shall survive expiration or, where relevant, earlier termination of this Agreement. (c) Clause 9(a) does not apply to the extent it would have the effect of limiting or excluding Non-Excludable Consumer Guarantees.

Licensee’s Indemnity. (a) Subject to clause 9(c8(c), the Licensee agrees to indemnify the Licensor, their officers, employees and agents and keep the Licensor, their officers, employees and agents indemnified in respect of any (1) Third Party Claims; and (2) breach by the Licensee of the Licensee’s obligations under this Agreement, except to the extent that such breach was caused or contributed to by the negligence, or wilful misconduct, of the Licensor. The Licensee shall have no liability to the Licensor in relation to a Claim that is directly related to the infringement of the IPR IP of a third party to which clause 4(f) applies and the Licensor fails to take the actions described in clauses 4(f) or 4(g) fails to resolve the matter and providing that the Licensee provides the Licensor with reasonable co-operation in relation to a Claim as set out in 4(h) above. (b) The Licensee’s obligation to indemnify the Licensor and their officers, employees and agents set out in clause 9(a8(a) is a continuing obligation separate and independent of the Licensee’s other obligations and shall survive expiration or, where relevant, earlier termination of this Agreement. (c) Clause 9(a8(a) does not apply to the extent it would have the effect of limiting or excluding Non-Excludable Consumer Guarantees.

Licensee’s Indemnity. (a) Subject to clause 9(c), the Licensee agrees to indemnify the Licensor, their officers, employees and agents and keep the Licensor, their officers, employees and agents indemnified in respect of any (1) Third Party Claims; and (2) breach by the Licensee of the Licensee’s obligations under this Agreement, except to the extent that such breach was caused or contributed to by the negligence, or wilful misconduct, of the Licensor. The Licensee shall have no liability to the Licensor in relation to a Claim that is directly related to the infringement of the IPR IP of a third party to which clause 4(f) applies and the Licensor fails to take the actions described in clauses 4(f) or 4(g) to resolve the matter and providing that the Licensee provides the Licensor with reasonable co-operation in relation to a Claim as set out in 4(h) above. (b) The Licensee’s obligation to indemnify the Licensor and their officers, employees and agents set out in clause 9(a) is a continuing obligation separate and independent of the Licensee’s other obligations and shall survive expiration or, where relevant, earlier termination of this Agreement. (c) Clause 9(a) does not apply to the extent it would have the effect of limiting or excluding Non-Excludable Consumer Guarantees.