Licensor Indemnification Sample Clauses
The Licensor Indemnification clause requires the licensor to protect the licensee from certain legal claims or losses arising from the use of the licensed product or intellectual property. Typically, this means the licensor will cover costs, damages, or legal fees if a third party alleges that the licensed material infringes on their rights, such as copyright or patent infringement. This clause is essential for allocating risk, as it reassures the licensee that they will not bear the financial burden of legal disputes related to the licensor’s product.
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Licensor Indemnification a) Licensee shall indemnify, defend, and hold Licensor, and Licensor agents, officials and employees harmless from all third-party claims, demands, suits, actions, proceedings, losses, liabilities, damages, awards, and costs (including reasonable attorneys’ fees and expenses), which may be brought or made against Licensee, or their agents, officials, or employees and arising out of or related to any of the following (each an indemnifiable loss):
i) Personal injury, death or tangible property damage caused by any alleged act, omission, error, fault, mistake or negligence of Licensor, its employees, agents, or representatives in connection with Licensor’s performance under or related to the Agreement.
ii) Any willful or grossly negligent act or omission by Licensor that constitutes a material breach of the Agreement, including any breach of warranty.
iii) Claims that the Software or its use infringes or violates any patent, copyright, trademark, trade secret, or other proprietary right of a third party.
b) Licensee will notify Licensor with 30 days in writing via registered mail of any action, Licensee will timely notify Licensor in writing of any action, claim or demand of which Licensee becomes aware and which Licensee reasonably expects to result in an indemnifiable loss. Licensor’s obligation under this section does not extend to any indemnifiable loss to the extent caused by:
i) The negligence or willful misconduct of Licensee, or their agents, officials or employees; or
ii) Licensee’s modification of Licensor’s software where the unmodified version of the software would not cause an indemnifiable loss.
Licensor Indemnification. Licensor will indemnify, defend and hold OEM harmless against all actions, proceedings, suits, claims or demands that may be brought or instituted against OEM by any third party based on or arising out of allegations that OEM’s use of the Software in accordance with the terms of this Agreement infringes any third party Intellectual Property rights ("Claims"). Licensor’s foregoing defense and indemnity obligation shall not extend to claims based on (i) unauthorized modification or use of the Software made by OEM or any third party other than by or with the approval of Licensor; (ii) the combination of the Software with items not supplied by Licensor or approved by Licensor for use with the Software in the Documentation to the extent such claim would not have arisen but for the combination; (iii) open source software components; or (iv) OEM’s or End Customer’s use of any release of the Software other than the latest Version of the Software that has been commercially available for at least six (6) months prior to the date of assertion of such claim. As a condition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claim, grant Licensor sole control of the defense and/or settlement of any Claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the Software or part thereof becomes, or in Licensor’s opinion may become, subject to a Claim or OEM’s use thereof may be otherwise enjoined, Licensor may, at its option, either: (a) procure for OEM the right to continue using the Software; (b) replace or modify the Software, so that it is non-infringing; or (c) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund any sums prepaid for the unexpired Term, if any, upon the return or destruction (and certification of destruction) of the Software. This Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringement.
Licensor Indemnification. (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, costs ("Losses") incurred by Licensee resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Software or Documentation, or any use of the Software or Documentation in accordance with this Agreement, infringes or misappropriates such third party's US intellectual property rights, US patents, copyrights, or trade secrets, provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor, and allows Licensor sole authority to control the defense and settlement of such claim.
(ii) If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole discretion, to (A) modify or replace the Software or Documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for Licensee to continue use. If Licensor determines that none of these alternatives is reasonably available, Licensor may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Licensee.
(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Software in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (B) modifications to the Software not made by Licensor; or (C) use of any version other than the most current version of the Software or Documentation delivered to Licensee.
Licensor Indemnification. Licensor shall defend, indemnify (with counsel reasonably acceptable to Licensee) and hold Licensee harmless from and against any damages, claims, lawsuits, causes of action, liabilities, costs, obligations and expenses (including reasonable attorneys’ fees and court costs) arising solely out of any claim or allegation (whether or not proven) by any third party that Licensee’s use of the Intellectual Property pursuant to this Agreement, including the marketing, sale and/or distribution of the Licensed Processes and the Licensed Products in any Field of Use in the Territory, infringes upon or violates a valid intellectual property right or represents a misappropriation of a trade secret of a third party; provided, however, that: (1) Licensee shall have promptly provided Licensor with written notice thereof and reasonable cooperation, information, and assistance in connection therewith; (2) Licensor shall have sole control and authority with respect to the defense, settlement, or compromise thereof (provided in all cases Licensor shall act reasonably in good faith and in the best interests of Licensee, and Licensor shall not take any actions or enter into any settlements or other arrangements that impose any obligations or liabilities, financial or otherwise, upon Licensee without Licensee's prior written consent); (3) this indemnity shall not apply if such damage, liability, cost or expense results solely from, or is caused solely by, an intentional tortuous act or the gross negligence of Licensee; and (4) this indemnity shall not apply if such forgoing, Licensor’s indemnity obligations set forth in this paragraph shall not apply if such damage, liability, cost or expense results solely from any Licensee modifications to the Intellectual Property, Licensed Products, and/or Licensed Processes. Licensee shall have the right to be kept informed of the status and progress of all such actions undertaken by Licensor pursuant to this section.
Licensor Indemnification. Licensor agrees to indemnify Licensee, its Affiliates (other than Univision Group), subsidiaries, partners, the partners of any partnership that is a partner of Licensee, its direct and indirect shareholders and all officers, directors, employees and agents of any of the foregoing (collectively the “Licensee Indemnitees”) against and hold the Licensee Indemnitees harmless from (subject to Section 15.8) any and all claims, deficiencies, assessments, liabilities, losses, damages, expenses (including reasonable fees and expenses of counsel) (collectively, “Losses”) incurred or suffered by any Licensee Indemnitee arising out of, relating to, or by reason of, Univision Group’s breach of, or non-compliance with, any covenant, agreement or provision herein contained or the inaccuracy of any representation or warranty made by Licensor. Such Losses shall be reduced by: (a) the amount of any net tax benefit ultimately accruing to Licensee on account of Licensee’s payment of such claim; (b) insurance proceeds which such Licensee Indemnitee has or will receive in connection with such Losses; and (c) any recovery from third parties in connection with such Losses; provided, however, that Licensor shall not delay payment of its indemnification obligations hereunder pending resolution of any tax benefit or insurance or third party claim if the Licensee Indemnitee provides Licensor with an undertaking to reimburse Licensor for the amount of any such benefit or claim ultimately received; and provided, further, that the Licensee Indemnitee shall have no obligation to obtain any such insurance proceeds or recovery from third parties if and to the extent Licensor is subrogated (in form and substance satisfactory to Licensor) to such Licensee Indemnitee’s claims in respect of such insurance or third parties.
Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensor and its affiliates, and each of Licensor’s and its affiliates’ respective officers, directors, employees, agents, successors, and assigns against all Losses arising out of or resulting from any third party claim, suit, action, or other proceeding related to or arising out of or resulting from Licensor’s breach of any representation, warranty, covenant, or obligation under this Agreement, including breach of the University Agreement with respect to the Licensed Patents.
Licensor Indemnification. Subject always to Your compliance with Section 7.6 (Indemnification Procedures), We, or Our licensor Genesys, will pay to defend You at Our expense and indemnify You for any amounts awarded against You in a final judgment or settlement approved by Us, with respect to any claims by a third party that the unaltered Cloud Services, as originally delivered to You, infringe any patent, copyright or trade secret of such third party. If Your use of the Cloud Services may infringe any third party intellectual property rights, We may at any time and at Our option and expense: (i) obtain for You a license to continue to use the Cloud Services that may infringe that third party’s rights; (ii) modify the Cloud Services so as to avoid infringement while preserving substantially equivalent functionality; or (iii) terminate the Agreement and the licenses granted hereunder and refund to You the prepaid and unused fees covering the remainder of the term of the applicable Services Order.
Licensor Indemnification a. Subject to Section 7 (Limitations of Liability), Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys’ fees) (“Losses”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that Licensee’s Permitted Use of the Licensed Material infringes or misappropriates such third party’s US intellectual property rights, provided that Licensee (i) promptly notifies Licensor in writing of the Third- Party Claim, (ii) reasonably cooperates with Licensor in defense of such Third-Party Claim, and
Licensor Indemnification. Licensor will indemnify, defend, and hold harmless Licensee, its officers, directors, employees, agents, affiliates, and other representatives from and against any and all losses incurred by Licensee arising from any third-party action, suit, or claim that alleges the Licensed Software, or any use of the Licensed Software in accordance with this Agreement, infringes any Intellectual Property Rights.
Licensor Indemnification. Licensor shall at all times during the term of this Agreement and thereafter indemnify, defend, and hold Licensee, its directors, officers, employees, and affiliates harmless against all claims, proceedings, demands, and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys' fees, arising out of any breach of any representation, warranty, or covenant expressly made by Licensor in this Agreement.