Mutual Indemnification Primjeri odredbi

Mutual Indemnification. 9.1 Nintex Indemnification. Nintex will defend Customer from and against any claim by a third party alleging that the Software, when used as authorized in this Agreement, infringes a U.S. patent, U.S. copyright, or U.S. trademark and shall indemnify and hold Customer harmless from and against any damages and costs (including reasonable attorneys’ fees) actually awarded against Customer or agreed to by Nintex in settlement resulting from such claim, provided that Nintex shall have received from Customer: (a) prompt written notice of such claim (but in any event notice in sufficient time for Nintex to respond without prejudice); (b) the sole and exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim; and (c) all reasonably necessary cooperation, at Nintex’s cost, from Customer. If Customer’s use of the Software is (or in Nintex’s opinion is likely to be) enjoined, if required by settlement or if Nintex determines such actions are reasonably necessary for Customer to avoid material liability, Nintex may, in its sole discretion, substitute for the Software substantially functionally similar programs and documentation or otherwise procure for Customer the right to continue using the Software. The obligations in this section 9.1 shall not apply: (u) if the Software is modified by any party other than Nintex, but solely to the extent the alleged infringement is caused by such modification; (v) if the Software is combined with products or processes not provided or authorized by Nintex, but solely to the extent the alleged infringement is caused by such combination; (w) to any unauthorized use of the Software; (x) to any unsupported release of the Software; (y) to any third party code contained within the Software; or (z) if Customer settles or makes any 0122002294_KS_Dodávka krabicového SW Nintex WF admissions with respect to a claim without prior written consent from Nintex. THIS SECTION 9.1 SETS FORTH NINTEX’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.