Common use of Licensor Indemnification Clause in Contracts

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. a) Licensee Licensor shall indemnify, defend, indemnify (with counsel reasonably acceptable to Licensee) and hold Licensor, and Licensor agents, officials and employees Licensee harmless from all third-party and against any damages, claims, demandslawsuits, suits, actions, proceedings, lossescauses of action, liabilities, damagescosts, awards, obligations and costs expenses (including reasonable attorneys’ fees and expenses), which may be brought or made against Licensee, or their agents, officials, or employees and court costs) arising solely out of any claim or related to allegation (whether or not proven) by any third party that Licensee’s use 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 Intellectual Property pursuant to the Agreement. ii) Any willful or grossly negligent act or omission by Licensor that constitutes a material breach of the this Agreement, including the marketing, sale and/or distribution of the Licensed Processes and the Licensed Products in any breach Field of warranty. iii) Claims that Use in the Software or its use Territory, infringes upon or violates any patent, copyright, trademark, a valid intellectual property right or represents a misappropriation of a trade secret, or other proprietary right secret of a third party. b; provided, however, that: (1) Licensee will notify shall have promptly provided Licensor with 30 days written notice thereof and reasonable cooperation, information, and assistance in writing via registered mail of any action, Licensee will timely notify connection therewith; (2) Licensor in writing of any action, claim or demand of which Licensee becomes aware shall have sole control and which Licensee reasonably expects to result in an indemnifiable loss. Licensor’s obligation under this section does not extend to any indemnifiable loss authority with respect to the extent caused by: i) The negligence defense, settlement, or willful misconduct 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 their agentsenter into any settlements or other arrangements that impose any obligations or liabilities, officials financial or employeesotherwise, upon Licensee without Licensee's prior written consent); or ii(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’s modification of ; and (4) this indemnity shall not apply if such forgoing, Licensor’s software where 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 unmodified version Intellectual Property, Licensed Products, and/or Licensed Processes. Licensee shall have the right to be kept informed of the software would not cause an indemnifiable lossstatus and progress of all such actions undertaken by Licensor pursuant to this section.

Licensor Indemnification. a) Licensor shall defend (with counsel reasonably acceptable to Licensee), indemnify and hold harmless Licensee shall indemnifyand each of its officers, defenddirectors, employees, agents and affiliates, and hold Licensoreach of their successors and assigns (collectively, the “Licensee Indemnified Parties”) from and Licensor agentsagainst any damages, officials and employees harmless from all third-party claims, demandslawsuits, suits, actions, proceedings, lossescauses of action, liabilities, damagescosts, awards, obligations and costs expenses (including reasonable attorneys’ fees and expenses), which may be brought or made against Licensee, or their agents, officials, or employees and court costs) 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. iiiits representations or warranties or any claim or allegation (whether or not proven) Claims by any third party that the Software Patents, Proprietary Property or its Intellectual Property or Licensee’s use of the Patents, Proprietary Property or Intellectual Property pursuant to this Agreement, including, without limitation, the marketing, sale and/or distribution of the Licensed Products and the Licensed Processes in any Field of Use in the Territory, infringes upon or violates any patent, copyright, trademark, an intellectual property right or represents a misappropriation of a trade secret, or other proprietary right secret of a third party. b; provided, however, that: (i) Licensee will notify shall have promptly provided Licensor with 30 days written notice thereof and reasonable cooperation, information, and assistance in writing via registered mail connection therewith; (ii) 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 actionactions or enter into any settlements or other arrangements that impose any obligations or liabilities, financial or otherwise, upon 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 without Licensee's prior written consent); (iii) this section does indemnity shall not extend to any indemnifiable loss apply to the extent such damage, liability, cost or expense results solely from, or is caused solely by: i) The , an intentional tortuous act or the gross negligence or willful misconduct of Licensee; and (iv) this indemnity shall not apply to the extent such damage, liability, cost or their agentsexpense results solely from any modifications to the Intellectual Property, officials or employees; or ii) Licensed Products, and/or Licensed Processes made solely by Licensee’s modification of , unless such modifications have received written approval by Licensor’s software where . Licensee shall have the unmodified version right to be kept informed of the software would not cause an indemnifiable lossstatus and progress of all such actions undertaken by Licensor pursuant to this Section and to participate in any such actions.

Licensor Indemnification. a) Licensee Licensor shall indemnify, defend, and hold Licensorharmless Licensee and its Affiliates, and Licensor agentseach of its and their respective officers, officials and employees harmless from all third-party claimsdirectors, 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, subcontractors, successors and permitted assigns (each, a "Licensee Indemnitee") from and against any and all Losses by Licensee resulting from (a) any Action by a third party that the Licensed Software or representatives Licensed Product, as of the Effective Date, infringes or misappropriates such third party's Intellectual Property Rights in connection with Licensor’s performance the Territory or (b) relating to facts that constitute a breach by Licensor of any representation, warranty, covenant or obligation under or related this License Agreement. This Section 15.1 does not apply to the Agreement.extent that the alleged infringement arises from: ii(a) Any willful combination, operation, or grossly negligent act use of the Licensed Software and/or Licensed Product in or omission with, any technology (including any software, hardware, firmware, system, or network) or service not provided by Licensor that constitutes a material breach or specified for Licensee's use in the Documentation; (b) modification, change, or improvement of the AgreementLicensed Software and/or Licensed Product; (c) use of the Licensed Software and/or Licensed Product after Licensor's notice to Licensee of such activity's alleged or actual infringement, including any breach of warranty. iii) Claims that the Software or its use infringes or violates any patent, copyright, trademark, trade secretmisappropriation, or other proprietary right violation of a third party.'s rights; b(d) Licensee will notify Licensor with 30 days in writing via registered mail negligence, abuse, misapplication, or misuse of any action, Licensee will timely notify Licensor in writing of any action, claim the Licensed Software and/or Licensed Product by 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 on behalf of Licensee, Licensee's Representatives, or their agentsa third party; (e) use of the Licensed Software and/or Licensed Product by or on behalf of Licensee that is outside the purpose, officials scope, or employeesmanner of use authorized by this License Agreement; (f) events or circumstances outside of Licensor's commercially reasonable control; or ii(g) Licensee’s modification of Licensor’s software where the unmodified version of the software would not cause an indemnifiable lossThird-Party Claims or Losses for which Licensee is obligated to indemnify Licensor pursuant to Section 15.2.