Common use of Use of Technology Clause in Contracts

Use of Technology. The Company agrees to protect, defend, indemnify and hold Baylor, its Affiliates and their respective officers, trustees, directors, employees, agents and representatives harmless from and against, and to pay any and all amounts arising out of any and all losses, liabilities, claims, demands, causes of action, lawsuits or other proceedings (whether in contract, tort, strict liability or otherwise), fines, assessments, damages or any other amounts of whatever nature which Baylor, its Affiliates or their respective officers, trustees, directors, employees, agents or representatives may sustain or incur, of any claims or demands of any third party (including, but not limited to, the officers, directors, employees, agents, consultants, representatives or servants of the Company) arising from the use, testing, operation, sale, lease or manufacture of the Technology or any Improvement or products and services (including without limitation thereto, Licensed Patented Products and Licensed Products) using the Technology or any Improvement (including those resulting in whole or in part from the negligence of any of such indemnified Persons conducted under the direct supervision of the Company, Xxxxxxxx or Xxx, but not otherwise), provided, however, that the Company shall not be required to indemnify and hold such indemnified Persons harmless from and against losses, liabilities, claims, demands, causes of action, lawsuits or other proceedings, fines, assessments, damages or any other amounts of whatever nature which such indemnified Persons may sustain or incur as a result of the use, testing, sale or manufacture of the Technology or any Improvement prior to the Effective Date, or the use, testing, sale or manufacture of the Technology or any Improvement by Baylor its Affiliates and their respective officers, trustees, directors, employees, agents and representatives arising out of the gross negligence or willful misconduct of such indemnified Persons or the negligence of such indemnified Persons not conducted under the direct supervision of the Company Xxxxxxxx or Xxx.

Use of Technology. The Company agrees to protect, defend, indemnify and hold Baylor, its Affiliates and their respective officers, trustees, directors, employees, agents and representatives harmless from and against, and to pay any and all amounts arising out of any and all losses, liabilities, claims, demands, causes of action, lawsuits or other proceedings (whether in contract, tort, strict liability or otherwise), fines, assessments, damages or any other amounts of whatever nature which Baylor, its Affiliates or their respective officers, trustees, directors, employees, agents or representatives may sustain or incur, of any claims or demands of any third party (including, but not limited to, the officers, directors, employees, agents, consultants, representatives or servants of the Company) arising from the use, testing, operation, sale, lease or manufacture of the Technology or any Improvement or products and services (including without limitation thereto, Licensed Patented Products and Licensed Products) using the Technology or any Improvement (including those resulting in whole or in part from the negligence of any of such indemnified Persons conducted under the direct supervision of the Company, Xxxxxxxx or XxxYip, but not otherwise), provided, however, that the Company shall not be required to indemnify and hold such indemnified Persons harmless from and against losses, liabilities, claims, demands, causes of action, lawsuits or other proceedings, fines, assessments, damages or any other amounts of whatever nature which such indemnified Persons may sustain or incur as a result of the use, testing, sale or manufacture of the Technology or any Improvement prior to the Effective Date, or the use, testing, sale or manufacture of the Technology or any Improvement by Baylor its Affiliates and their respective officers, trustees, directors, employees, agents and representatives arising out of the gross negligence or willful misconduct of such indemnified Persons or the negligence of such indemnified Persons not conducted under the direct supervision of the Company Company, Xxxxxxxx or Xxx.