Common use of SOFTWARE INDEMNIFICATION Clause in Contracts

SOFTWARE INDEMNIFICATION. If Contractor will provide any software under the Contract, Contractor warrants that it has the full right to grant this entire license to LIT. At Contractor’s expense, Contractor shall hold harmless, indemnify, and defend LIT against any claim that any software or documentation provided to LIT by Contractor infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, LIT will: (i) give Contractor prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney General, allow Contractor to control, and will fully cooperate with Contractor in, the defense against such claim and all related negotiations. In the event such claims are raised against both LIT and Contractor, LIT may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. Contractor’s obligation under this Section is conditioned upon LIT’s agreement that, if the operation of any software provided by Contractor becomes or, is likely to become, the subject of such claim, LIT shall permit Contractor, at Contractor's option and expense, to either procure the right for LIT to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Contractor is unwilling or unable to procure the right to use the software or replace or modify it as described above, Contractor shall refund to LIT any license fees and, if applicable, professional services or installation fees paid to Contractor by LIT relating to such software.

SOFTWARE INDEMNIFICATION. If Contractor will provide any software under the ContractAgreement, Contractor warrants that it has the full right to grant this entire license to LITUTMB. At Contractor’s expense, Contractor shall hold harmless, indemnify, and defend LIT UTMB against any claim that any software or documentation provided to LIT UTMB by Contractor infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, LIT UTMB will: (i) give Contractor prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney GeneralGen­eral, allow Contractor to control, and will fully cooperate with Contractor in, the defense against such claim and all related negotiations. In the event such claims are raised against both LIT UTMB and Contractor, LIT UTMB may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. Contractor’s obligation under this Section is conditioned upon LITUTMB’s agreement that, if the operation of any software provided by Contractor becomes or, in Contractor's reasonable opinion is likely to become, the subject of such claim, LIT UTMB shall permit Contractor, at Contractor's option and expense, to either procure the right for LIT UTMB to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Contractor is unwilling or unable to procure the right to use the software or replace or modify it as described above, Contractor shall refund to LIT UTMB any license fees and, if applicable, professional services or installation fees paid to Contractor by LIT UTMB relating to such software.

SOFTWARE INDEMNIFICATION. If Contractor Supplier will provide any software under the Contract, Contractor Supplier warrants that it has the full right to grant this entire license to LITUTMB. At ContractorSupplier’s expense, Contractor Supplier shall hold harmless, indemnify, and defend LIT UTMB against any claim that any software or documentation provided to LIT UTMB by Contractor Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, LIT UTMB will: (i) give Contractor Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney GeneralGen­eral, allow Contractor Supplier to control, and will fully cooperate with Contractor Supplier in, the defense against such claim and all related negotiations. In the event such claims are raised against both LIT UTMB and ContractorSupplier, LIT UTMB may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. ContractorSupplier’s obligation under this Section is conditioned upon LITUTMB’s agreement that, if the operation of any software provided by Contractor Supplier becomes or, in Supplier's reasonable opinion is likely to become, the subject of such claim, LIT UTMB shall permit ContractorSupplier, at ContractorSupplier's option and expense, to either procure the right for LIT UTMB to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Contractor Supplier is unwilling or unable to procure the right to use the software or replace or modify it as described above, Contractor Supplier shall refund to LIT UTMB any license fees and, if applicable, professional services or installation fees paid to Contractor Supplier by LIT UTMB relating to such software.

SOFTWARE INDEMNIFICATION. If Contractor Supplier will provide any software under the ContractAgreement, Contractor Supplier warrants that it has the full right to grant this entire license to LITUTMB. At ContractorSupplier’s expense, Contractor Supplier shall hold harmless, indemnify, and defend LIT UTMB against any claim that any software or documentation provided to LIT UTMB by Contractor Supplier infringes a patent, copyright, trade secret or other proprietary right of a third party in the United States and shall pay all costs, damages, and attorney's fees that a court finally awards as a result of such claim or that are paid in settlement of such claim. To qualify for such defense and payment, LIT UTMB will: (i) give Contractor Supplier prompt written notice of such claim; and (ii) subject to the statutory duty of the Texas Attorney GeneralGen­eral, allow Contractor Supplier to control, and will fully cooperate with Contractor Supplier in, the defense against such claim and all related negotiations. In the event such claims are raised against both LIT UTMB and ContractorSupplier, LIT UTMB may, at its option and expense, retain its own counsel to act as co-counsel in such defense and related negotiations. ContractorSupplier’s obligation under this Section is conditioned upon LITUTMB’s agreement that, if the operation of any software provided by Contractor Supplier becomes or, in Supplier's reasonable opinion is likely to become, the subject of such claim, LIT UTMB shall permit ContractorSupplier, at ContractorSupplier's option and expense, to either procure the right for LIT UTMB to continue to use the software or replace or modify the software so that it becomes non-infringing and such replacement software or modifications meet or exceed the functionality of the original software. In the event Contractor Supplier is unwilling or unable to procure the right to use the software or replace or modify it as described above, Contractor Supplier shall refund to LIT UTMB any license fees and, if applicable, professional services or installation fees paid to Contractor Supplier by LIT UTMB relating to such software.