Licensor’s Indemnification. Licensor agrees to indemnify, defend and hold harmless Licensee, its affiliates, employees, directors, agents, representatives, successors and assigns from and against any losses, liabilities, costs, damages, claims, fines, penalties and expenses including, without limitations, costs of defense or settlement and reasonable attorney's, consultant's, and expert's fees that arise out of or result from any breach of representation or warranty by Licensor to perform its obligations under this Agreement.
Appears in 7 contracts
Samples: License Agreement (Bioadaptives, Inc.), License Agreement (Bioadaptives, Inc.), License Agreement (Bioadaptives, Inc.)
Licensor’s Indemnification. Licensor agrees to indemnify, defend and hold harmless Licensee, its affiliates, customers, employees, directorscontractors, agents, representativesconsultants, successors and assigns from and against any losses, liabilities, costs, damages, claims, fines, penalties and expenses (including, without limitationslimitation, costs of defense or settlement and reasonable attorney'sattorneys’, consultant's, consultants’ and expert's fees experts’ fees) that arise out of or result from claims of infringement of Intellectual Property or other legal rights by any breach of representation or warranty by Licensor to perform its obligations under this Agreementthird parties.
Appears in 3 contracts
Samples: Product Licensing Agreement, Product Licensing Agreement (Phantom Entertainment, Inc.), Product Licensing Agreement (Phantom Entertainment, Inc.)
Licensor’s Indemnification. Licensor agrees to indemnify, defend indemnify and hold harmless LicenseeLicensee harmless, its affiliatesup to the amount of royalties paid by Licensee to Licensor, employees, directors, agents, representatives, successors from any and assigns from and against any lossesall claims, liabilities, judgements, penalties, losses, costs, damages, claims, fines, penalties and expenses includingresulting therefrom, without limitations, costs of defense or settlement and including reasonable attorney's's fees, consultant'sbut excluding lost profits, and expert's fees that arise out made by third parties asserting rights in the properties as used on Products, when use of or result from any breach the Properties by Licensee has been in strict accordance with the terms of representation or warranty by Licensor to perform its obligations under this Agreement.
Appears in 2 contracts
Samples: Licensing Agreement (Peoplenet International Corp), Licensing Agreement (American Champion Entertainment Inc)
Licensor’s Indemnification. Licensor agrees to indemnifyshall defend, defend indemnify and hold harmless LicenseeLicensee and each of its directors, its affiliatesofficers, employees, directorscontractors, agentsagents and affiliates, representatives, successors and assigns harmless from and against any losses, liabilities, costs, damages, claims, fines, penalties and expenses including, without limitations, costs Losses of defense or settlement and reasonable attorney's, consultant's, and expert's fees any kind whatsoever that arise out of or result in any way from any breach actual or alleged patent, trademark, trade dress or copyright infringement resulting from the use of representation the Licensed Xxxx by Licensee as permitted or warranty by Licensor to perform its obligations authorized under this AgreementAgreement to the extent that such Losses are not caused by Licensee's gross negligence or willful misconduct.
Appears in 1 contract
Samples: License Agreement (Innovo Group Inc)
Licensor’s Indemnification. Licensor agrees to indemnify, defend indemnify and hold harmless Licensee--------------------------- Licensee harmless, its affiliatesup to the amount of royalties paid by Licensee to Licensor, employees, directors, agents, representatives, successors from any and assigns from and against any lossesall claims, liabilities, judgments, penalties, losses, costs, damages, claims, fines, penalties and expenses includingresulting therefrom, without limitationsincluding reasonable attorneys' fees, costs but excluding lost profits, made by third parties asserting rights in the Properties as used on Products, when use of defense or settlement and reasonable attorney's, consultant's, and expert's fees that arise out the Properties by Licensee has been in strict accordance with the terms of or result from any breach of representation or warranty by Licensor to perform its obligations under this Agreement.
Appears in 1 contract