Common use of Licensor Indemnification Clause in Contracts

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. 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 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. Licensor will indemnify, defend indemnify 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 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 Claim would not have arisen but for the combination; (iii) open source software Open Source Software components; or (iv) OEM’s or End Customer’s use of any release Upgrade which is not the latest available Upgrade of the Software other than the latest Version of the Software that has been Licensor Software, provided such Upgrade is commercially available for at least six (6) months prior to the date of assertion of such claimClaim. As a condition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claimsuch claim, grant Licensor sole control of the defense and/or settlement of any Claim such 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: (ai) procure for OEM the right to continue using the Software; (bii) replace or modify the Software, so that it is non-infringing; or (ciii) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund any sums prepaid for the unexpired unused 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. 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 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. 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 To the extent permitted by applicable law, this Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringement.