Common use of Indemnity Clause in Contracts

Indemnity. If an action is brought against Customer claiming that the Licensed Materials infringes a copyright or misappropriates a trade secret (“Infringement Claim”), Reseller will defend Customer at Reseller’s expense and, subject to this Section and Section 5, pay the damages and costs finally awarded against Customer in the infringement action, but only if (i) Customer notifies Reseller promptly upon learning that the claim might be asserted, (ii) Reseller or its designee has sole control over the defense of the claim and any negotiation for its settlement or compromise, and (iii) Customer provides Reseller and its designees with reasonable assistance, information and authority necessary to perform its defense and indemnification obligations.