Common use of Third Party Indemnification Clause in Contracts

Third Party Indemnification. To the best of Modality Systems’ knowledge, Your use of the Software in accordance with its stated purposes will not infringe any third party's copyright, patent, or other intellectual property rights. Modality Systems shall indemnify, defend and hold harmless You, Your affiliates, and Your respective officers, directors, employees, representatives, and agents from and against all losses, damages, or expenses of whatever form or nature, including reasonable attorney's fees and other costs, arising out of or related to any third party claim that the Software violates any patent, copyright or trade secret right of such third party, provided that: (i) Your use of the Software is in accordance with the terms of this Licence; (ii) Modality Systems is promptly notified in writing of any such claim; and (iii) Modality Systems shall have the exclusive right to control the defence of such claim. In no event shall You settle or compromise any such claim without Modality Systems prior written approval. Modality Systems shall either: (i) obtain for You the right to continue to use the Software; or (ii) modify the Software so that it becomes non-infringing; or (iii) only in the event that options (i) and (ii) above are not commercially reasonable, terminate the Licence with respect to the infringing components of the Software without any further obligation to You. You may, at Your own cost and expense, assist in the defence of any such claim and be represented by counsel of Your choice. This section states the entire liability of Modality Systems with respect to any of the foregoing.