Common use of Licensor’s Indemnity Clause in Contracts

Licensor’s Indemnity. Licensor shall indemnify, defend and hold harmless Licensee, its officers, directors, shareholders, employees, attorneys, accountants, parent and affiliate entities, agents and representatives against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorney's fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arise out of or relate to (a) any dispute or claim that the Technology infringes upon or violates any third party's Intellectual Property Rights under the laws of any country, (b) the negligent or willful acts or omissions of Licensor, and/or (c) Licensor's breach of any provision of this Agreement. Licensor shall have exclusive control over the settlement or defense of such claims or actions; provided, however, if Licensee determines that there would be a conflict of interest by Licensor's representation or such representation would otherwise adversely affect Licensee, Licensee has the right, at its expense, to participate and defend itself in such actions. Licensee shall give Licensor, at Licensor's expense, all information and assistance reasonably requested by Licensor to settle or defend such claims or actions. Licensor shall be entitled to retain all monetary proceeds, attorney's fees, costs and other rewards it receives as a result of defending or settling such claims. In the event Licensor fails to promptly indemnify and defend such claims and/or pay Licensee's expenses, as provided above, Licensee shall have the right to defend itself, and in that case, Licensor shall reimburse Licensee for all of its reasonable attorney's fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of Licensee's written requests. This Section 6.1 constitutes Licensor's exclusive liability for infringement or violation of any third party's Intellectual Property Rights.

Licensor’s Indemnity. Licensor shall indemnify, defend indemnify and hold harmless Licensee, its officerseach Operating Subsidiary, and each of their respective owners, directors, officers, members, partners, shareholders, affiliates, employees, attorneysinsurers, accountantssuccessors and assigns (collectively, parent the “Licensee Parties”) from any and affiliate entities, agents and representatives against all damages, claimslosses, liabilities, losses damages, fines, judgments, settlements, costs and other expensesexpenses (including, including without limitation limitation, reasonable attorney's counsel fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arise connection with litigation) to the extent arising out of any third party claims or relate suits brought or made against Licensee alleging the use by Licensee of the Licensed Property as authorized by Licensor pursuant to this Agreement infringes third party intellectual property rights (a “Covered Claim”). Notwithstanding the foregoing, in no event shall Licensor have any obligations or liability under this Section 6.3 to the extent such Covered Claim is caused by or results from: (a) any dispute or claim that the Technology infringes upon or violates any third party's Intellectual Property Rights items covered by Licensee’s indemnification obligations under the laws of any country, Section 6.4; (b) Licensee’s modifications to the negligent or willful acts or omissions of Licensor, and/or Licensed Property; (c) Licensor's breach Licensee’s combination or use (or any combination or use of the Licensed Property with any products, services, or other intellectual property of any provision kind not ​ provided or approved by Licensor; (d) Licensee’s or any of its affiliates’ unauthorized use of the Licensed Property; or (e) Licensee’s breach of this Agreement. Licensee shall provide Licensor with prompt written notice of any such Covered Claim and will provide reasonable cooperation and assistance to Licensor relative to any such Covered Claim. Licensor shall have exclusive control over the settlement or option to undertake and conduct the defense of any suit so brought. If Licensor undertakes such claims or actions; provided, however, if defense and Licensee determines that there would be a conflict of interest by Licensor's representation or nevertheless retains its own counsel to monitor such representation would otherwise adversely affect Licensee, Licensee has the right, at its expense, to participate and defend itself in such actions. Licensee shall give Licensor, at Licensor's expense, all information and assistance reasonably requested by Licensor to settle or defend such claims or actions. Licensor shall be entitled to retain all monetary proceeds, attorney's fees, costs and other rewards it receives as a result of defending or settling such claims. In the event Licensor fails to promptly indemnify and defend such claims and/or pay Licensee's expenses, as provided abovedefense, Licensee shall have be solely responsible for the right fees and any other expenses related to defend itself, and in that casesuch counsel. Furthermore, Licensor shall reimburse hereby agrees to indemnify and hold the Licensee for all Parties from and harmless against any Losses arising out of its reasonable attorney's fees(i) any breach of a term, costs condition, representation and/or warranty made by Licensor hereunder; and damages incurred (ii) any defect in settling the Licensed Products and/or Affiliated Products caused by the gross negligence or defending such claims within thirty (30) days willful misconduct of each of Licensee's written requests. This Section 6.1 constitutes Licensor's exclusive liability for infringement or violation of any third party's Intellectual Property Rights.

Licensor’s Indemnity. Licensor shall indemnify, defend hereby indemnifies and hold holds harmless Licensee, its officers, directors, shareholdersofficers, employees, attorneysrepresentatives, accountantsconsultants, parent Affiliates, successors, assigns and affiliate entities, agents and representatives (each a “Licensee Indemnitee”) against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorney's attorneys’ fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arise out of or relate to a Claim alleging or arising out of (a) any dispute a breach or claim that the Technology infringes upon or violates any third party's Intellectual Property Rights under the laws misrepresentation of any countryof Licensor’s representations or warranties set forth in Section 7.1 or 7.2, (b) the negligent Licensor’s fraudulent acts or willful acts misconduct, or omissions of Licensor, and/or (c) Licensor's breach any design defect that was present in any Licensed Technology and Materials or Licensed Patent at the time it was provided by Licensor to Licensee hereunder; or (d) a claim that use of the Licensed Patents and/or Licensed Technology and Materials in accordance with this Agreement infringes upon or misappropriates the Intellectual Property Rights of any provision person or entity. In the defense or settlement of a Claim relative to the Licensed Patents or Licensed Technology and Materials, Licensor may at its option: (i) obtain for Licensee the right to continue to use the Licensed Patents or Licensed Technology and Materials, or (ii) replace or modify the Licensed Patents or Licensed Technology and Materials with substantially similar technology so that they avoid such claim while retaining the material usefulness to Licensee of the original Licensed Patents or Licensed Technology and Materials. Licensor shall have no obligations under this Section 8.2 to the extent a claim arises from (A) the use of any version of the Licensed Technology and Materials other than a current, unaltered release, if such infringement would have been avoided by the use of a current, unaltered release (provided that Licensor informed Licensee that the new version should be used to avoid infringement); (B) a modification made by Licensee that was not approved by Licensor or specified in the specifications, designs or instructions supplied by Licensor, if such infringement or design defect would have been avoided in the absence of such modification; (C) the combination, operation or use of the Licensed Patents or Licensed Technology and Materials with materials not provided or approved by Licensor, or specified in the specifications, designs or instructions supplied by Licensor, if such infringement or design defect would have been avoided in the absence of such combination, operation or use; or (D) the use of the Licensed Patents or Licensed Technology and Materials in breach of this Agreement. The foregoing and Sections 2.9, 2.10 and 7.2 state the entire obligation of Licensor shall have exclusive control over with respect to the settlement or defense infringement of such claims or actions; provided, however, if Licensee determines that there would be a conflict of interest by Licensor's representation or such representation would otherwise adversely affect Licensee, Licensee has the right, at its expense, to participate and defend itself in such actions. Licensee shall give Licensor, at Licensor's expense, all information and assistance reasonably requested by Licensor to settle or defend such claims or actions. Licensor shall be entitled to retain all monetary proceeds, attorney's fees, costs and other rewards it receives as a result of defending or settling such claims. In the event Licensor fails to promptly indemnify and defend such claims and/or pay Licensee's expenses, as provided above, Licensee shall have the right to defend itself, and in that case, Licensor shall reimburse Licensee for all of its reasonable attorney's fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of Licensee's written requests. This Section 6.1 constitutes Licensor's exclusive liability for infringement or violation of any third party's Intellectual Property Rightsintellectual property rights.

Licensor’s Indemnity. Licensor shall indemnifydefend, defend indemnify and hold Licensee harmless Licensee, its officers, directors, shareholders, employees, attorneys, accountants, parent from any and affiliate entities, agents and representatives against all damages, claims, liabilitiesliability, losses and other expenses, including without limitation reasonable attorney's fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arise out of or relate to (a) any dispute or claim that the Technology infringes upon or violates any third party's Intellectual Property Rights under the laws of any country, (b) the negligent or willful acts or omissions of Licensor, and/or (c) Licensor's breach of any provision of this Agreement. Licensor shall have exclusive control over the settlement or defense of such claims or actions; provided, however, if Licensee determines that there would be a conflict of interest by Licensor's representation or such representation would otherwise adversely affect Licensee, Licensee has the right, at its expense, to participate and defend itself in such actions. Licensee shall give Licensor, at Licensor's expense, all information and assistance reasonably requested by Licensor to settle or defend such claims or actions. Licensor shall be entitled to retain all monetary proceeds, attorney's feesdamages, costs and expenses (including reasonable attorney’s fees) and including, without limitation, from personal injury (including death) or property damage arising from: (i) any breach by Licensor of its representations and warranties set forth in paragraph 8.1; (ii) any breach by Licensor of any other rewards it receives of Licensor’s obligations under this Agreement; (iii) an claim by a third party for infringement or misappropriation of such third party’s intellectual property rights as a result of defending the licensing or settling use of the Proprietary Process; and/or (iv) the design, manufacture, processing, or use of any of the Licensed Products, except that there shall be no duty of indemnification for claims, liability, damages, costs or expenses arising or growing out of Licensee’s gross negligence or material deviation from Licensor’s written quality control standards relating to the manufacture, processing, or use of the Licensed Products. Licensee shall promptly notify Licensor of any notice of a claim or suit covered by this indemnity and cooperates with Licensor in the defense of any such claimsclaim or suit. In the event Licensor fails to promptly indemnify and defend such claims and/or pay Licensee's expenses, as provided above, Licensee shall have the right to defend itself, and in that case, Licensor shall reimburse Licensee for all have an attorney of its reasonable attorney's feesown choosing, at Licensee’s expense, participate with Licensor in the defense of any such claim or suit; provided, however, that if Licensee’s defenses to such claim are different from or adverse to Licensor’s defenses, than the costs and damages incurred in settling or defending of such claims within thirty (30) days of each of Licensee's written requestsseparate counsel shall be paid by Licensor. This Section 6.1 constitutes Licensor's exclusive liability Notwithstanding the foregoing, if Licensee becomes subject to a claim by a third party for infringement or violation misappropriation of any such third party's Intellectual Property Rights’s intellectual property rights then in addition to Licensor’s indemnification obligations Licensor may, at its sole option and expense: (i) procure for Licensee the right to continue licensing the Proprietary Process in exactly the same manner and on the same terms as set forth in this Agreement; or (ii) terminate this Agreement and (a) promptly pay Licensee the cost for the production line, and (b) take back any inventory purchased by Licensee and credit Licensee’s account the cost of such inventory (to the extent Licensee owes Licensor for any such inventory) or refund Licensee the cost of such inventory.