Common use of Warranty and Indemnity Regarding Software Clause in Contracts

Warranty and Indemnity Regarding Software. 7.2.1. Licensor warrants that it shall deliver the Software and Sublicensed Software free from the claims of any third party for infringement of any patents, trademarks, copyrights, trade secrets, or other proprietary rights. Licensor agrees that it shall defend at its own expense, and will indemnify Customer and save Customer harmless against any costs (including reasonable attorney’s fees) and damages made in settlement or awarded as a result of, any action brought against Customer based on an allegation of such infringement with respect to any item of Software, Sublicensed Software, Support or Services. Customer shall promptly notify Licensor in writing of any such action or allegation of infringement, Licensor shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. 7.2.2. If an injunction is obtained against Customer’s use of any item of Software or Sublicensed Software by reason of an infringement described above, or if in Licensor’s opinion any item of Software is likely to become the subject of a claim of such infringement, Licensor shall at its own expense procure the right for Customer to continue using the item of Software or Sublicensed Software which is the subject of the infringement claim or replace or modify such item so that it becomes non-infringing.

Warranty and Indemnity Regarding Software. 7.2.11.2.1. Licensor also warrants that it shall deliver the Software and Sublicensed Software free from the claims of any third party for infringement of any patents, trademarks, copyrights, trade secrets, or other proprietary rights. Licensor agrees that it shall defend at its own expense, and will indemnify Customer and save Customer harmless against any costs (including reasonable attorney’s attorneys fees) and damages made in settlement or awarded as a result of, any action brought against Customer based on an allegation of such infringement with respect to any item of Software, Software or Sublicensed Software, Support or Services. Customer shall promptly notify Licensor in writing of any such action or allegation of infringement, Licensor shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. 7.2.21.2.2. If an injunction is obtained against Customer’s 's use of any item of Software or Sublicensed Software by reason of an infringement described above, or if in Licensor’s 's opinion any item of Software is likely to become the subject of a claim of such infringement, Licensor shall may, at its option and at its own expense procure the right for Customer to continue using the item of Software or Sublicensed Software which is the subject of the infringement claim or claim, replace or modify such item so that it becomes non-infringing, or, if neither of the foregoing options are available, grant Customer a refund of all fees paid under this Agreement over the prior 12 months in exchange for termination of any related license and the immediate return of such item of Software.