Common use of Terms of Defense and Indemnification Clause in Contracts

Terms of Defense and Indemnification. Cisco will promptly notify Developer, in writing, of any claim, including General Claims and IP Claims, for which any Cisco Indemnified Party seeks indemnification (provided that Cisco’s failure to provide such notice or to provide it promptly will relieve Developer of its indemnification obligations only if and to the extent that such failure prejudices Developer’s ability to defend the IP Claim(s) or General Claim(s), as applicable). Except as provided below, Developer shall have exclusive authority and control of the defense, compromise, adjustment and settlement of the IP Claim or General Claim, including any subsequent appeal. In addition, Cisco shall provide Developer with all reasonably necessary cooperation and assistance requested by Developer, at Developer’s expense, in connection with such defense and settlement. Subject to the foregoing Cisco may employ counsel at its own expense to assist it with respect to any such General Claim or IP Claim provided, however, that if such counsel is necessary because of a conflict of interest of either Developer or its counsel or because Developer does not assume control, Developer will bear the expense of such counsel. Cisco shall have no authority to settle any General Claim or IP Claim on behalf of Developer. Notwithstanding anything else in this Section 11, if the General Claim or IP Claim is one of multiple claims in a lawsuit against Cisco and/or its Affiliates, some of which claims may not be subject to the indemnity obligation under this Section 11,Cisco may, at its sole discretion and upon notice to Developer, elect to solely control the defense, settlement, adjustment or compromise of the General Claim or IP Claim, respectively, in which event: (a) Developer agrees to cooperate with Cisco’s sole control and provide any assistance as may be reasonably necessary for the defense, settlement, adjustment or compromise of any such controversy or proceedings, (b) Developer shall not be relieved of its indemnification and hold harmless obligations under this Section 11, and Developer shall remain responsible for its proportionate share of the losses, damages, liabilities, settlements, costs and expenses relating to the General Claim or IP Claim, as applicable, and reasonably attributable to Developer, and (c) Cisco shall be obligated to act in good faith with respect to Developer’s interests that may be affected by any such defense, settlement or compromise.

Terms of Defense and Indemnification. Cisco will promptly notify DeveloperLicensor, in writing, of any claim, including General Claims and IP Claims, Claim for which any Cisco Indemnified Party seeks believes that it is entitled to indemnification (provided that Cisco’s failure to provide such notice or to provide it promptly will relieve Developer Licensor of its indemnification obligations only if and to the extent that such failure prejudices DeveloperLicensor’s ability to defend the IP Claim(s) or General Claim(s), as applicableClaims). Except as provided below, Developer shall have exclusive authority and control of the defense, compromise, adjustment and settlement of the IP Claim or General Claim, including any subsequent appeal. In addition, Cisco shall provide Developer with all reasonably necessary cooperation and assistance requested by Developer, at Developer’s expense, in connection with such defense and settlement. Subject to the foregoing Cisco may employ counsel at its own expense to assist it with respect to any such General Claim or IP Claim Claim; provided, however, that if such counsel is necessary because of a conflict of interest of either Developer Licensor or its counsel or because Developer Licensor does not assume control, Developer Licensor will bear the expense of such counsel. Cisco shall have no authority to settle any General Claim or IP Claim claim on behalf of DeveloperLicensor. Notwithstanding anything else in this Section 1112, if the General Claim or IP Claim is one of multiple claims in a lawsuit against Cisco and/or its Affiliates, some of which claims may not be subject to the indemnity obligation under this Section 11,Cisco 12, Cisco may, at its sole discretion and upon notice to Developerdiscretion, elect to solely control the defense, settlement, adjustment or compromise of the General Claim or IP Claim, respectively, in which event: (a) Developer Licensor agrees to cooperate with Cisco’s sole control and provide any assistance as may be reasonably necessary CISCO CONFIDENTIAL SOFTWARE LICENSE AND HOSTING SERVICES AGREEMENT CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “***”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT. for the defense, settlement, adjustment or compromise of any such controversy or proceedings, and (b) Developer Licensor shall not be relieved of its indemnification and hold harmless obligations under this Section 1112, and Developer Licensor shall remain responsible for its proportionate share of the losses, damages, liabilities, settlements, costs and expenses Losses relating to the General Claim or IP Claim, as applicable, and reasonably attributable to Developer, and (c) Cisco shall be obligated to act in good faith with respect to Developer’s interests that may be affected by any such defense, settlement or compromiseLicensor.

Terms of Defense and Indemnification. Cisco Licensor will promptly notify DeveloperCisco, in writing, of any claim, including General Claims and IP Claims, Licensor Claim for which any Cisco Indemnified Party seeks Licensor believes that it is entitled to indemnification (provided that CiscoLicensor’s failure to provide such notice or to provide it promptly will relieve Developer Cisco of its indemnification obligations only if and to the extent that such failure prejudices DeveloperCisco’s ability to defend the IP Claim(s) or General Claim(s), as applicableLicensor Claims). Except as provided below, Developer shall have exclusive authority and control of the defense, compromise, adjustment and settlement of the IP Claim or General Claim, including any subsequent appeal. In addition, Cisco shall provide Developer with all reasonably necessary cooperation and assistance requested by Developer, at Developer’s expense, in connection with such defense and settlement. Subject to the foregoing Cisco Licensor may employ counsel at its own expense to assist it with respect to any such General Claim or IP Claim Licensor Claim; provided, however, that if such counsel is necessary because of a conflict of interest of either Developer Cisco or its counsel or because Developer Cisco does not assume control, Developer Cisco will bear the expense of such counsel. Cisco Licensor shall have no authority to settle any General Claim or IP Claim claim on behalf of DeveloperCisco. Notwithstanding anything else in this Section 1112, if the General Claim or IP Licensor Claim is one of multiple claims in a lawsuit against Cisco Licensor and/or its Affiliates, some of which claims may not be subject to the indemnity obligation under this Section 11,Cisco 12, Licensor may, at its sole discretion and upon notice to Developerdiscretion, elect to solely control the defense, settlement, adjustment or compromise of the General Claim or IP Licensor Claim, respectively, in which event: (a) Developer Cisco agrees to cooperate with CiscoLicensor’s sole control and provide any assistance as may be reasonably necessary for the defense, settlement, adjustment or compromise of any such controversy or proceedings, and (b) Developer Cisco shall not be relieved of its indemnification and hold harmless obligations under this Section 1112, and Developer Cisco shall remain responsible for its proportionate share of the losses, damages, liabilities, settlements, costs and expenses Licensor Indemnified Parties’ Losses relating to the General Claim or IP Claim, as applicable, and reasonably attributable to Developer, and (c) Cisco shall be obligated to act in good faith with respect to Developer’s interests that may be affected by any such defense, settlement or compromiseLicensor.