Common use of Licensor Indemnification Clause in Contracts

Licensor Indemnification. Subject to Licensee’s obligations in Sections 9.1 above, Licensor shall indemnify, defend and hold harmless Convergys against any and all damages, losses, liabilities, settlements, costs and expenses caused by or arising from any suit , proceeding or claim by an unaffiliated third party [**] that the Licensed Software Products provided under this Agreement (together, the “Software”) or the services provided pursuant to any Professional Services Agreement infringe or misappropriate any patent or other Intellectual Property right of such third party. Licensee must give prompt written notice to Licensor of any such claim or liability, and must furnish, upon Licensor’s request and at Licensor’s expense, all information and reasonable assistance available to Licensee relating to such defense. Licensor will select counsel and assume the defense of such claim or action at its cost and expense. Licensee may elect to be represented in such action by counsel of its own choosing, at its own cost and expense. Licensor will not settle any claim or suit in any manner which will result in any liability or obligation to Licensee which is not fully discharged by Licensor, without first obtaining the written consent of Licensee. If the Software becomes the subject of a claim of infringement or misappropriation, then Licensor may, at its option and expense, (x) procure for Licensee the right to continue using such Software (at no expense to Licensee), or (y) modify such Software to make it non-infringing, so long as such modification provides functionality and performance substantially equivalent to that of the unmodified Software. Licensor’s obligations under this paragraph do not apply to the extent that a claim or adverse judgment is based on (i) Software based on specifications provided by Licensee, (ii) software, equipment or services provided by Licensee, (iii) use of the Software in combination with software, equipment or services not provided by Licensor, if the Software alone would not be infringing, or (iv) any other independent basis of liability apart from the Software. Notwithstanding any other provision of this Agreement to the contrary, if Licensee obtains from its customer a limitation on damages for intellectual property infringement, licensee shall provide licensor with the benefit of such limitation in an amount equal to one-half (1/2) of the amount negotiated by Licensee with the customer.

Licensor Indemnification. Subject to Licensee’s obligations in Sections 9.1 aboveLicensor will hold harmless, Licensor shall indemnifyindemnify and defend you and your officers, defend directors, agents and hold harmless Convergys employees (collectively, "Licensee Parties") from and against any and all claims (including any and all liabilities, damages, losses, liabilities, settlements, costs and expenses caused and reasonable attorneys’ fees arising therefrom) ("Claims") to the extent arising out of any action or proceeding brought by or arising from any suit , proceeding or claim by an unaffiliated a third party [**] against any one or more of the Licensee Parties: (i) alleging that the Licensed Software Products provided infringe a copyright or patent, or misappropriate a trade secret of a third party in the venue in which the Licensed Products are licensed under this Agreement License Agreement; or (together, the “Software”ii) or the services provided pursuant related to any Professional Services Agreement infringe act or misappropriate any patent or other Intellectual Property right of such third party. Licensee must give prompt written notice to omission by Licensor which is a breach by Licensor of any such claim term of this License Agreement or liabilityof any of its obligations under this License Agreement; provided, and must furnishhowever, upon Licensor’s request and at Licensor’s expense, all information and reasonable assistance available to Licensee relating to such defense. that Licensor will select counsel and assume have no liability to you with respect to any Claim that is based upon, arises out of, or would not have occurred but for (A) any modification of the defense of such claim Licensed Products by you or action at its cost and expense. Licensee may elect to be represented in such action by counsel of its own choosing, at its own cost and expense. Licensor will not settle any claim or suit in any manner which will result in any liability or obligation to Licensee which is not fully discharged by Licensor, without first obtaining the written consent of Licensee. If the Software becomes the subject of a claim of infringement or misappropriation, then Licensor may, at its option and expensethird party, (xB) procure your combination, operation, or use of the Licensed Software with any software, hardware, product or apparatus installed in your application environment following the installation of the Licensed Software, (C) your use of any third party software other than in accordance with the license agreement for Licensee the right to continue using such Software (at no expense to Licensee)third party software, or (yD) modify such Software to make it non-infringing, so long as such modification provides functionality and performance substantially equivalent to that any act or omission by you which is a breach by you of the unmodified Software. Licensor’s any of your obligations under this paragraph do not apply to Agreement. If Licensor reasonably believes that the extent that Licensed Products infringe a claim copyright or adverse judgment is based on patent, or misappropriate a trade secret of a third party, then Licensor, within its sole and absolute discretion, may (i) Software based on specifications provided by Licensee, acquire the right for you to continue to use the Licensed Products upon the terms of this License Agreement; (ii) software, equipment modify the Licensed Products to avoid or services provided by Licensee, correct the infringement; (iii) use of replace the Software in combination with software, equipment or services not provided by Licensor, if the Software alone would not be infringing, Licensed Software; or (iv) any other independent basis terminate this License Agreement and refund to you an equitable portion of liability apart from the license fees paid to Licensor for the infringing Licensed Software. Notwithstanding any other provision of this Agreement Upon such termination you will immediately discontinue to the contraryuse, if Licensee obtains remove from its customer a limitation on damages for intellectual property infringementyour system, licensee shall provide licensor with the benefit of and return to Licensor such limitation Licensed Software and associated User Documentation as provided in an amount equal to one-half (1/2Section 12(e) of the amount negotiated by Licensee with the customerbelow.

Licensor Indemnification. Subject Licensor shall defend, indemnify (with counsel reasonably acceptable to Licensee’s obligations in Sections 9.1 above, Licensor shall indemnify, defend ) and hold Licensee harmless Convergys from and against any and all damages, lossesclaims, lawsuits, causes of action, liabilities, settlementscosts, costs obligations and expenses caused by or (including reasonable attorneys’ fees and court costs) arising from any suit , proceeding or claim by an unaffiliated third party [**] that the Licensed Software Products provided under this Agreement (together, the “Software”) or the services provided pursuant to any Professional Services Agreement infringe or misappropriate any patent or other Intellectual Property right solely out of such third party. Licensee must give prompt written notice to Licensor of any such claim or liability, and must furnish, upon Licensor’s request and at Licensor’s expense, all information and reasonable assistance available to Licensee relating to such defense. Licensor will select counsel and assume the defense of such claim or action at its cost and expense. Licensee may elect to be represented in such action by counsel of its own choosing, at its own cost and expense. Licensor will not settle any claim or suit 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 Products and the Licensed Processes in any manner which will result 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: (i) Licensee shall have promptly provided Licensor with written notice thereof and reasonable cooperation, information, and assistance in 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 liability actions or obligation enter into any settlements or other arrangements that impose any obligations or liabilities, financial or otherwise, upon Licensee without Licensee's prior written consent); (iii) 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 (iv) this indemnity shall not apply if such damage, liability, cost or expense results solely from any Licensee modifications to Licensee which is not fully discharged the Intellectual Property, Licensed Products, and/or Licensed Processes, unless such modifications have received written approval by Licensor, without first obtaining the written consent of Licensee. If the Software becomes the subject of a claim of infringement or misappropriation, then Licensor may, at its option and expense, (x) procure for Licensee shall have the right to continue using such Software (at no expense to Licensee), or (y) modify such Software to make it non-infringing, so long as such modification provides functionality and performance substantially equivalent to that be kept informed of the unmodified Software. Licensor’s obligations under status and progress of all such actions undertaken by Licensor pursuant to this paragraph do not apply to the extent that a claim or adverse judgment is based on (i) Software based on specifications provided by Licensee, (ii) software, equipment or services provided by Licensee, (iii) use of the Software in combination with software, equipment or services not provided by Licensor, if the Software alone would not be infringing, or (iv) any other independent basis of liability apart from the Software. Notwithstanding any other provision of this Agreement to the contrary, if Licensee obtains from its customer a limitation on damages for intellectual property infringement, licensee shall provide licensor with the benefit of such limitation in an amount equal to one-half (1/2) of the amount negotiated by Licensee with the customerSection.

Licensor Indemnification. Subject to Licensee’s obligations in Sections 9.1 aboveLicensor will indemnify and defend you and your officers, Licensor shall indemnifydirectors, defend agents and hold harmless Convergys employees (collectively, “Licensee Parties”) from and against any and all claims (including any and all liabilities, damages, losses, liabilities, settlements, costs and expenses caused and reasonable attorneys’ fees arising therefrom) (“Claims”) to the extent arising out of any action or proceeding brought by or arising from any suit , proceeding or claim by an unaffiliated a third party [**] against any one or more of the Licensee Parties: (i) alleging that the Licensed Software Products provided infringe a copyright or patent, or misappropriate a trade secret of a third party in the venue in in which the Licensed Products are licensed under this Agreement License Agreement; or (together, the “Software”ii) or the services provided pursuant related to any Professional Services Agreement infringe act or misappropriate any patent or other Intellectual Property right of such third party. Licensee must give prompt written notice to omission by Licensor which is a breach by Licensor of any such claim term of this License Agreement or liabilityof any of its obligations under this License Agreement; provided, and must furnishhowever, upon Licensor’s request and at Licensor’s expense, all information and reasonable assistance available to Licensee relating to such defense. that Licensor will select counsel and assume have no liability to you with respect to any Claim that is based upon, arises out of, or would not have occurred but for (A) any modification of the defense of such claim Licensed Products by you or action at its cost and expense. Licensee may elect to be represented in such action by counsel of its own choosing, at its own cost and expense. Licensor will not settle any claim or suit in any manner which will result in any liability or obligation to Licensee which is not fully discharged by Licensor, without first obtaining the written consent of Licensee. If the Software becomes the subject of a claim of infringement or misappropriation, then Licensor may, at its option and expensethird party, (xB) procure your combination, operation, or use of the Licensed Software with any software, hardware, product or apparatus installed in your application environment following the installation of the Licensed Software, (C) your use of any third party software other than in accordance with the license agreement for Licensee the right to continue using such Software (at no expense to Licensee)third party software, or (yD) modify such Software to make it non-infringing, so long as such modification provides functionality and performance substantially equivalent to that any act or omission by you which is a breach by you of the unmodified Software. Licensor’s any of your obligations under this paragraph do not apply to Agreement. If Licensor reasonably believes that the extent that Licensed Products infringe a claim copyright or adverse judgment is based on patent, or misappropriate a trade secret of a third party, then Licensor, within its sole and absolute discretion, may (i) Software based on specifications provided by Licensee, acquire the right for you to continue to use the Licensed Products upon the terms of this License Agreement; (ii) software, equipment modify the Licensed Products to avoid or services provided by Licensee, correct the infringement; (iii) use of replace the Software in combination with software, equipment or services not provided by Licensor, if the Software alone would not be infringing, Licensed Products; or (iv) any other independent basis of liability apart from the Software. Notwithstanding any other provision of terminate this License Agreement and refund to the contrary, if Licensee obtains from its customer a limitation on damages for intellectual property infringement, licensee shall provide licensor with the benefit of such limitation in you an amount equal to one-half (1/2) equitable portion of the amount negotiated by Licensee with license fees paid to Licensor for the customerinfringing Licensed Products. Upon such termination you will immediately discontinue to use, remove from your system, and return to Licensor such Licensed Products as provided in Section 12(e) below.