Common use of Licensor Indemnification Clause in Contracts

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