Common use of Principal Indemnity Clause in Contracts

Principal Indemnity. Principal agrees during and after the term of this Agreement to indemnify and hold harmless Agent from liability, loss, cost or damage, (including reasonable attorneys’ fees) which Agent may incur as a result of claims, demands or judgments, of any kind or nature, by anyone whomsoever, arising out of any breach of the representations and warranties set forth in Article IV; or any claim that the Products or Principal’s Confidential Information infringes any patent, copyright, trade secret or other intellectual property right of a third party; provided t hat Agent provides Principal with prompt notice in writing of any such claim or demand, Principal is given the right to assume control of such defense and Agent shall cooperate with Principal in the defense or settlement of any such claim or action. Principal shall not have any obligation to indemnify Agent for any claim if such claim is settled without the consent of Principal. Notwithstanding the foregoing, Principal shall have no obligation to indemnify Agent for any liabilities arising out of Agent’s failure or the failure of the Authorized Distributors in the Territory to utilize, sell, market or promote the Products in the manner for which the Products are reasonably intended, or in compliance with Principal’s policies and procedures.