Common use of OEM Indemnification Clause in Contracts

OEM Indemnification. OEM will indemnify and hold Licensor harmless against all actions, proceedings, suits, claims or demands that may be brought or instituted against Licensor by any third party based on or arising out of any of the following: (i) any representation made or warranty given by OEM with respect to the Software and/or the Bundled Software; (ii) the failure of OEM to provide support to the End Customer for the Bundled Software; and (iii) any claim arising due to the OEM’s negligence or willful misconduct in the performance of its duties and obligations under this Agreement or with respect to any End Customers or Authorized Users. As a condition to OEM’s indemnity obligation Licensor shall give OEM prompt notice of any such claim, grant OEM sole control of the defense and/or settlement of any such claim (provided that OEM shall not enter into any settlement that admits liability on behalf of Licensor or imposes any obligations on Licensor other than payment of amounts indemnified hereunder) and provide reasonable assistance as requested by OEM.

OEM Indemnification. OEM will indemnify and hold Licensor harmless against all actions, proceedings, suits, claims or demands that may be brought or instituted against Licensor by any third party based on or arising out of any of the following: (i) any representation made or warranty given by OEM with respect to the Software and/or the Bundled Software; (ii) the failure of OEM to provide support to the End Customer for the Bundled Software; and (iii) any claim arising due to the OEM’s negligence or willful wilful misconduct in the performance of its duties and obligations under this Agreement or with respect to any End Customers or Authorized Users. As a condition to OEM’s indemnity obligation Licensor shall give OEM prompt notice of any such claim, grant OEM sole control of the defense and/or settlement of any such claim (provided that OEM shall not enter into any settlement that admits liability on behalf of Licensor or imposes any obligations on Licensor other than payment of amounts indemnified hereunder) and provide reasonable assistance as requested by OEM.