Common use of On2's Indemnification of E-World Clause in Contracts

On2's Indemnification of E-World. On2 agrees to defend E-world from and against liability, judgments, costs, demands and expenses (including reasonable attorneys' fees) based on any infringement of any third party intellectual property rights as a result of the use of the Software in accordance with the terms hereof, and On2 agrees to indemnify E-world from any costs and/or damages awarded against E-world in any such infringement claim or action or settlement thereof; provided that: (i) On2 is promptly notified in writing of such claim, (ii) E-world grants On2 sole control of the defense and any related settlement negotiations, and E-world cooperates with On2 in defense of such claim. Notwithstanding the foregoing, On2 shall have no liability to E-world if the infringement results from: (a) use of the Software in combination with software not provided by On2 unless such infringement results directly and solely from use of the Software, (b) modifications to the Software not made by On2, or (c) use of other than the latest Update to the Software, if such infringement would have been avoided by use of such Update. The foregoing states the entire liability of On2 with respect to infringement of any patents, copyrights, trade secrets or other proprietary rights by the Software.