Common use of Subscriber Indemnification Clause in Contracts

Subscriber Indemnification. Subscriber will, at its expense, defend Inriver against any claim, demand, suit or proceeding made by a third party alleging that the Subscriber Content infringes the intellectual property rights of such third party or that Subscriber would not have such requisite rights to access such third party services in connection with its use of the Adapter as represented and warranted under section 2.5 and will pay all costs, losses or damages that are finally awarded by a court of competent jurisdiction (including reasonable attorneys’ fees) or agreed to in written settlement signed by Subscriber. Inriver will: (i) notify Subscriber in writing within thirty (30) calendar days of its receipt of notice of the claim; (ii) give Subscriber sole control of the defense and settlement of the claim (except that Subscriber will not settle any claim that results in liability or an admission of liability by Inriver without Inriver’s prior written consent); and (iii) provide Subscriber with all reasonable assistance, information, and authority necessary to perform Subscriber’s obligations under this paragraph.