Indemnification. 6.1 Infringement. Parasoft shall defend any claim against You that the Software infringes any intellectual property right of a third party, provided that the third party is located in a country that is a signatory to the Berne Convention, and shall indemnify You against any and all damages finally awarded against You by a court of final appeal, or agreed to in settlement by Parasoft and
(a) provide Parasoft prompt written notice of the claim; (b) provide Parasoft all reasonable assistance and information to enable Parasoft to perform its duties under this Section 6; (c) allow Parasoft sole control of the defense and all related settlement negotiations; and (d) have not compromised or settled such claim. If the Software is found to infringe, or if Parasoft determines in its sole opinion that it is likely to be found to infringe, then Parasoft may, at its option
(a) obtain for You the right to continue to use the Software; (b) modify the Software to be non-infringing or replace it with a non-infringing functional equivalent, in which case You shall stop using any infringing version of the Software; or (c) terminate Your rights and Parasoft’s obligations under this Agreement with respect to such Software and refund to You the unamortized portion of the Software license fee paid for the Software based on a five year straight-line depreciation schedule commencing on the date of delivery of the Software. The foregoing indemnity will not apply to any infringement resulting from (a) use of the Software in a manner not in accordance with the User Documentation;
(b) modifications or enhancements to the Software made by or on behalf of You; (c) combination, use, or operation of the Software with products not provided by Parasoft; or (d) use of an allegedly infringing version of the Software if the alleged infringement could be avoided by the use of a different version of the Software made available to You. 6.2 Disclaimers. THIS SECTION 6 STATES YOUR SOLE AND EXCLUSIVE REMEDY AND PARASOFT’S SOLE AND EXCLUSIVE LIABILITY REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
Indemnification. 7.1 Supplier shall indemnify, defend, save, and hold EY and EY Network Members and its and their partners, directors, employees, and agents (the “Indemnified Parties”) harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable legal fees) suffered by the Indemnified Parties as a result of any claim or demand by a third party in connection with or arising out of the performance, non-performance, breach or alleged breach of the Agreement by Supplier, its agents, employees, directors, affiliates or subcontractors, including, without limitation, for: (i) any Defects in the Goods, Services, Software and/or Works provided to EY; (ii) any misappropriation or infringement of any Intellectual Property right of EY or any third party; and (iii) any willful misconduct or negligence on the part of Supplier.
Indemnification. Except to the extent paid in settlement from any applicable insurance policies and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses. This Agreement will be governed by and construed in accordance with the laws of the State of New York.
Indemnification. Qlik shall defend, indemnify and hold Customer and its directors, officers, employees, agents, and permitted successors and assigns harmless from any damages and costs awarded against Customer and its directors, officers, employees, agents, successors and assigns as a result of an IP Claim. Customer shall defend, indemnify and hold Qlik and its directors, managers, officers, employees, agents, resellers, licensors, affiliates, successors and assigns harmless from any damages and costs awarded against Qlik as a result of a third-party claim alleging: (i) Customer’s External Use of the Qlik Products or use of Content with Qlik Products infringes upon any third party rights, including any copyright, trademark or patent, or (ii) Customer’s failure to comply with any Export Control Laws.
Indemnification. Qlik shall defend, indemnify and hold Customer harmless from any damages and costs awarded against Customer as a result of a third party claim that the Software, as delivered by Qlik, infringes upon any third party copyright, trademark or a patent (“IP Claim”). Customer shall defend, indemnify and hold Qlik harmless against any third party claim, demand, suit or proceeding made or brought against Qlik alleging that Customer’s external use of the Qlik Products pursuant to Section 1.2 infringes upon any third party copyright, trademark or patent to the extent any such infringement arose from the Customer’s combination of the Qlik Products with any data, services or software not provided by Qlik (“Customer Claim”). Each party’s indemnification obligation is subject to: (i) prompt notification of a claim in writing to the indemnifying party; (ii) consent to allow the indemnifying party to have sole control of the defense and any related settlement negotiations; and (iii) provision of information, authority and assistance as necessary for the defense and settlement of the IP Claim or Customer Claim.
Indemnification. To the extent permitted by applicable law, You agree to indemnify and hold harmless, and upon Apple’s request, defend, Apple, its directors, officers, employees, affiliates, independent contractors and authorized representatives (each an “Apple Indemnified Party”) from any and all claims, losses, liabilities, damages, expenses and costs, including without limitation attorneys’ fees and court costs, (collectively, “Losses”) incurred by an Apple Indemnified Party and arising from or related to any of the following: (a) Your breach of any certification, covenant, obligation, representation or warranty made in this Agreement; (b) Your use (including Your Service Provider’s, Administrator’s, Authorized User’s, and/or Permitted Entity’s use) of the Service; (c) any claims, including but not limited to any end user claims, about Your use, deployment or management of Authorized Xxxxxxx, Device Enrollment Settings, and/or MDM Servers; (d) any claims, including but not limited to any end user claims, about the provision, management, and/or use of Authorized Devices, Administrator accounts, Managed Apple IDs, or Content licensed or purchased through the Service, and/or any other use of the Service; and/or (e) any claims regarding Your use or management of Personal Data (including use by Your Permitted Entity or Authorized Users). In no event may You enter into any settlement or like agreement with a third- party that affects Apple’s rights or binds Apple or any Apple Indemnified Party in any way, without the prior written consent of Apple.
Indemnification. To the fullest extent permitted by law, You agree to indemnify and hold harmless Miro from any claims arising out of or in connection with the Event and which arise result, directly or indirectly, from Your actions or inaction, intentional or otherwise.
Indemnification. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS MORISAWA OR ANY OF ITS AFFILIATES OR AGENTS, ITS DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR OTHER REPRESENTATIVES FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS (INCLUDING REASONABLE LEGAL AND ACCOUNTING FEES) AND OTHER EXPENSES DUE TO, OR ARISING OUT OF, YOUR BREACH OF THE TERMS OF THE POLICY AND YOUR VIOLATION OF ANY THIRD PARTY RIGHTS OR AGREEMENTS, INCLUDING ANY COPYRIGHT, ACCESS RIGHTS, PROPERTY, OR PRIVACY RIGHTS, RESULTING FROM YOUR ACCESS TO, USE OR MISUSE OF THE APP, SERVICES OR FONTS. Morisawa shall provide notice to you of any such claim, suit, or proceeding. Morisawa reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests to assist Morisawa in defense of such matter.
Indemnification. You agree to defend, indemnify and hold harmless VMware, and any of its directors, officers, employees, affiliates and agents, from and against any and all claims, losses, damages, liabilities and other expenses (including reasonable attorneys’ fees), arising from your modification of the “modifiable code,” the distribution or use of your Developer Software by you or anyone else, and your breach of this Agreement.
Indemnification. You agree to hold HARMAN, on behalf of itself and Adobe, and its and their suppliers, harmless from any and all liabilities, losses, actions, damages or claims (including product liability, warranty and intellectual property claims, and all reasonable expenses, costs and attorneys fees) arising out of or relating to your distribution of all or any portion of the SDK or any Developer Application or your violation of any applicable laws, including but not limited to data privacy, import or export laws; provided that HARMAN reasonably cooperates with you, at your expense, in resolving any such claim.