Common use of Indemnity Clause in Contracts

Indemnity. a. Licensor shall, at its own expense, defend or at its option, settle, any claim or action brought against Customer to the extent it is based on a claim that the Software, or Materials, all as updated by Licensor and used in accordance with the Agreement, infringes any patent, copyright, or any trade secret of a third party. Furthermore, Licensor will indemnify and hold Customer harmless from and against damages, costs, and fees reasonably incurred (including reasonable attorneys' fees) that are attributable exclusively to such claim or action and which are assessed against Customer in a final judgment. Licensor's obligations to defend, settle, or indemnify Customer are subject to

Appears in 554 contracts

Samples: User License Agreement, User License Agreement, End User License Agreement

Indemnity. a. Licensor shall, hereby agrees at its own expense expense to defend or, defend or at its option, settle, any claim or action brought against Customer to the extent it is based on a claim that the Licensor Software, or Materials, all as updated by Licensor and used in accordance with the Agreement, infringes any patent, copyright, or any trade secret of a third party. Furthermore, Licensor will indemnify and hold Customer harmless from and against damages, costs, costs and fees reasonably incurred (including reasonable attorneys' fees) that are attributable exclusively to such claim or action and which are assessed against Customer in a final judgment judgment ("Indemnity"). Licensor's obligations to defend, settle, settle or indemnify Customer are subject to to Customer promptly notifying Licensor in writing of such claim; Licensor having the exclusive right to control such defense and/or settlement; and Customer providing reasonable assistance (at Licensor's expense) in the defense thereof. In no event shall Customer settle any claim, action or proceeding without Licensor's prior written approval.

Appears in 186 contracts

Samples: End User License Agreement, End User License Agreement, End User License Agreement

Indemnity. a. Licensor shall, hereby agrees at its own expense expense to defend or, defend or at its option, settle, any claim or action brought against Customer to the extent it is based on a claim that the Software, initially delivered Licensor Software or Materials, all as updated by Licensor and used in accordance with the Agreement an Order Form, infringes any patent, copyright, or any trade secret of a third party. Furthermore, Licensor will indemnify and hold Customer harmless from and against any damages, costs, costs and fees reasonably incurred (including reasonable attorneys' fees) that are attributable exclusively to such claim or action and which are assessed against Customer in a final judgment judgment (“Indemnity”). Licensor 's ’s obligations to defend, settle, settle or indemnify Customer are subject to to Customer promptly notifying Licensor in writing of such claim; Licensor having the exclusive right to control such defense and/or settlement; and Customer providing reasonable assistance (at Licensor's expense) in the defense thereof. In no event shall Customer settle any claim, action or proceeding without Licensor’s prior written approval.

Appears in 57 contracts

Samples: End User License Agreement, End User License Agreement, End User License Agreement

Indemnity. a. Licensor shall, hereby agrees at its own expense expense to defend or, defend or at its option, settle, any claim or action brought against Customer to the extent it is based on a claim that the Licensor Software, or Materials, all as updated by Licensor and used in accordance with the Agreement, infringes any patent, copyright, or any trade secret of a third party. Furthermore, Licensor will indemnify and hold Customer harmless from and against damages, costs, costs and fees reasonably incurred (including reasonable attorneys' fees) that are attributable exclusively to such claim or action and which are assessed against Customer in a final judgment judgment (“Indemnity”). Licensor 's ’s obligations to defend, settle, settle or indemnify Customer are subject to to Customer promptly notifying Licensor in writing of such claim; Licensor having the exclusive right to control such defense and/or settlement; and Customer providing reasonable assistance (at Licensor's expense) in the defense thereof. In no event shall Customer settle any claim, action or proceeding without Licensor’s prior written approval.

Appears in 20 contracts

Samples: End User License Agreement, End User License Agreement, End User License Agreement

Indemnity. a. a) Licensor shall, at its own expense, defend or at its option, settle, any claim or action brought against Customer to the extent it is based on a claim that the Software, or Materials, all as updated by Licensor and used in accordance with the Agreement, infringes any patent, copyright, or any trade secret of a third party. Furthermore, Licensor will indemnify and hold Customer harmless from and against damages, costs, and fees reasonably incurred (including reasonable attorneys' fees) that are attributable exclusively to such claim or action and which are assessed against Customer in a final judgment. Licensor 's ’s obligations to defend, settle, or indemnify Customer are subject to to (i) Customer promptly notifying Licensor in writing of such claim; (ii) Licensor having the exclusive right to control such defense and/or settlement; and (iii) Customer providing reasonable assistance (at Licensor's expense) in the defense thereof. Customer shall not settle any claim, action or proceeding without Licensor’s prior written approval.

Appears in 8 contracts

Samples: User License Agreement, End User License Agreement, End User License Agreement