Common use of TRIARQ Indemnity Clause in Contracts

TRIARQ Indemnity. TRIARQ, at its own expense, will indemnify and hold Licensee harmless against any damages, settlements, costs and expenses (including reasonable attorneys’ fees) and will defend same in any threatened or actual suit, claim or proceeding arising from or relating to an allegation that use or possession by Licensee of the Software infringes or violates any valid and enforceable Intellectual Property right of any third party; provided, however, that Licensee (i) promptly notifies TRIARQ in writing of such suit, claim or proceeding after gaining knowledge of same, (ii) gives TRIARQ reasonable information, assistance and cooperation required to defend such suit, claim, or proceeding, and (iii) allows TRIARQ to control the defense of any such action and all negotiations for its settlement or compromise. Licensee may be represented in the defense of any such claim, at Licensee’s expense, by counsel of Licensee’s selection. TRIARQ will have no liability for any awards, settlements or costs incurred without its written and signed consent.

TRIARQ Indemnity. TRIARQTriarq, at its own expense, will indemnify and hold Licensee harmless against any damages, settlements, costs and expenses (including reasonable attorneys’ fees) and will defend same in any threatened or actual suit, claim or proceeding arising from or relating to an allegation that use or possession by Licensee of the Software infringes or violates any valid and enforceable Intellectual Property right of any third party; provided, however, that Licensee (i) promptly notifies TRIARQ Triarq in writing of such suit, claim or proceeding after gaining knowledge of same, (ii) gives TRIARQ Triarq reasonable information, assistance and cooperation required to defend such suit, claim, or proceeding, and (iii) allows TRIARQ Triarq to control the defense of any such action and all negotiations for its settlement or compromise. Licensee may be represented in the defense of any such claim, at Licensee’s expense, by counsel of Licensee’s selection. TRIARQ Triarq will have no liability for any awards, settlements or costs incurred without its written and signed consent.