SCOPE OF INDEMNIFICATION FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. In the event of a claim against the parties for Intellectual Property Rights Infringement associated with a claim for benefits, Contractor agrees to defend, indemnify and hold harmless the Department and its governing boards (“Indemnified Parties”) from and against any and all claims, actions, loss, damage, expenses, costs (including reasonable fees for Department’s staff attorneys and/or attorneys from the Wisconsin Attorney General’s Office) reasonable attorneys’ fees otherwise incurred by the Department, its governing boards, and/or the Wisconsin Attorney General’s Office, court costs, and related reasonable legal expenses whether incurred in defending against such claims or enforcing this Section.
SCOPE OF INDEMNIFICATION FOR INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT. VENDOR agrees to defend, indemnify and hold harmless ICERS from and against any claim, suit, demand, or action, whether actual or threatened, alleging that the design of the System configuration as a whole or the Licensed Programs or any component thereof infringes a U.S. patent, copyright, trade secret, or any other proprietary right of any third party ("Infringement"), and VENDOR shall indemnify ICERS against all costs, expenses, and damages arising from any such claim, suit, demand, or action; provided, however, that: (a) ICERS shall have given VENDOR prompt written notice of such claim, suit, demand, or action; (b) ICERS shall reasonably cooperate with VENDOR in the defense and settlement thereof; and (c) VENDOR shall have control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof (provided that VENDOR shall not agree to any settlement that requires ICERS to admit fault or suffer any liability without ICERS's written consent). VENDOR shall reimburse ICERS for its reasonable costs and expenses, including, without limitation, attorneys' fees for such cooperation. The forgoing indemnity obligation will not apply to the extent that a claim, suit, demand or action is based solely on: (i) the combination by ICERS of the Licensed Programs with any equipment, software or service or that is not contemplated in this Agreement, if such claim, suit, action or proceeding would not have arisen but for such combination; (ii) use of the Third Party Equipment, Third Party Software, ICERS Equipment, the ICERS LAN or ICERS data, except to the extent such claim is due to VENDOR's configuration of any of the forgoing or the combination and/or operation of the Licensed Programs with any of the foregoing; (iii) the use by ICERS of the Licensed Programs in a functional purpose not permitted by this Agreement provided that such claim, suit, action or proceeding would not have arisen but for such use; or (iv) the modification of the Licensed Programs by or on behalf of ICERS other than by VENDOR; provided that such claim, suit, action, or proceeding would not have arisen but for such modification.
