Common use of Licensor Indemnification Clause in Contracts

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. ‌ (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, and costs (including reasonable attorneys' fees) ("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-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. (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, and costs ("including reasonable attorneys’ fees) (“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 ’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 ’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(a7(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; or (D) Third-Party Products.

Licensor Indemnification. (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, costs ("including reasonable attorneys’ fees) (“Losses"”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding ("“Third-Party Claim"”) that the Software Platform or DocumentationDocumentation and Software, or any use of the Software or Documentation thereof in accordance with this Agreement, infringes or misappropriates such third party's US ’s 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 ’s sole discretion, to (A) modify or replace the Software Platform or DocumentationDocumentation and Software, 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) from use of the Platform or Documentation and 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. (i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, and costs ("including reasonable attorneys’ fees) (“Losses"”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding ("Third-“Third- Party Claim"”) that the Software Software, the Source Code, or the Documentation, or any use of the Software Software, the Source Code, or the Documentation in accordance with this Agreement, infringes or misappropriates such third party's ’s US intellectual property rights, US patents, copyrights, 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. (iii) If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's ’s sole discretion, to (Aa) modify or replace the Software Software, the Source Code, or the Documentation, or component or part thereof, to make it non-infringing, or (Bb) 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. (iiiii) This Section 9(a) 7.1 will not apply to the extent that the alleged infringement arises from: (Aa) use of the Software Softwareor the Source Code in combination with data, software, hardware, equipment, or technology not provided by Licensor or authorized by Licensor in writing; (Bb) modifications to the Software or the Source Code not made by Licensor; or (Cc) use of any version other than the most current version of the Software Software, the Source Code, or Documentation delivered to Licensee; or (d) Third-Party Products.