Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. Licensor agrees to indemnify, hold harmless and defend Licensee and Licensee Representatives (collectively, the “Licensee Indemnified Parties”) from, against and with respect to any Claim arising out of the breach of any representation, warranty or covenant of Licensor under this Agreement, and for any Claims that the Licensor Rights or Licensee’s use of the Licensor Rights infringe or violate any patents, copyrights, trademarks or trade secrets or other intellectual property rights of any Person. In the event of any such Claim, Licensor shall defend the Licensee Indemnified Party or Parties in question at Licensor’s sole expense by counsel selected by Licensor, subject to reasonable approval by Licensee, which approval is not to be unreasonably withheld or delayed. In addition, Licensee Indemnified Parties shall have the right to hire counsel, at their sole expense, who shall cooperate with Licensor’s counsel in the defense of any Claim indemnified under this Section 11.2; provided that if Licensee reasonably determines there are Claims or defenses available to Licensee Indemnified Parties which are not otherwise available to Licensor or if a conflict of interest exists between Licensor and Licensee Indemnified Parties, or if Licensor fails to diligently prosecute any such Claim with competent counsel, then Licensee Indemnified Parties shall be entitled to separate representation by counsel of their choosing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by Licensee, then Licensee shall be responsible to pay any such excess amount, plus Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees).

Indemnification by Licensor. Licensor agrees to indemnify, hold harmless and defend shall indemnify Licensee and hold Licensee Representatives harmless from any damages and liabilities (collectivelyincluding reasonable attorneys' fees and costs), arising from any breach of Licensor's warranties as defined in Licensor's Warranties, above, provided: (a) such claim, if sustained, would prevent Licensee from marketing the “Licensee Indemnified Parties”Licensed Products or the Property; (b) from, against and with respect to any Claim arising such claim arises solely out of the breach Property as disclosed to the Licensee, and not out of any representationchange in the Property made by Licensee or a vendor, warranty or covenant by reason of an off-the-shelf component or by reason of any claim for trademark infringement; (c) Licensee gives Licensor prompt written notice of any such claim; (d) such indemnity shall only be applicable in the event of a final decision by a court of competent jurisdiction from which no right to appeal exists; and (e) that the maximum amount due from Licensor to Licensee under this paragraph shall not exceed the amounts due to Licensor under this Agreement, and for any Claims the Payment Section from the date that the Licensor Rights or Licensee’s use notifies Licensee of the existence of such a claim. The maximum amount due from Licensor Rights infringe or violate any patentsto Licensee under this paragraph shall not exceed fifty percent (50%) of the Royalty amounts due to Licensor under Sections 11 and 13 above from the date that Licensor notifies Licensee of the existence of such a claim. After the commencement of a lawsuit against Licensee that comes within the scope of this paragraph, copyrights, trademarks or trade secrets or other intellectual property rights Licensee may place fifty percent (50%) of the said Royalties thereafter due to Licensor under Sections 11 and 13 above in a separate interest bearing fund hereinafter referred to as the "Legal Fund." Licensee may draw against such Legal Fund to satisfy all of the reasonable expenses of defending the suit and of any Personjudgment or settlement made in regard to this suit. In the event the Legal Fund shall be insufficient to pay the then current defense obligations, Licensee may advance monies on behalf of the Legal Fund and shall be reimbursed as payments are credited to the Legal Fund. Licensor's liability to Licensee shall not extend beyond the loss of its royalty deposit in the Legal Fund. After the suit has been concluded any such Claim, balance remaining in the Legal Fund shall be paid to Licensor and all future Royalties due to Licensor shall defend the Licensee Indemnified Party or Parties in question at Licensor’s sole expense by counsel selected by Licensor, subject to reasonable approval by Licensee, which approval is not to be unreasonably withheld or delayed. In addition, Licensee Indemnified Parties shall have the right to hire counsel, at their sole expense, who shall cooperate with Licensor’s counsel in the defense of any Claim indemnified under this Section 11.2; provided that if Licensee reasonably determines there are Claims or defenses available to Licensee Indemnified Parties which are not otherwise available paid to Licensor or if a conflict of interest exists between Licensor and Licensee Indemnified Partiesas they would otherwise, or if Licensor fails to diligently prosecute any such Claim with competent counsel, then Licensee Indemnified Parties shall be entitled to separate representation by counsel of their choosing, and the cost thereof shall be borne by Licensorbecome due. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by Licensee, then Licensee shall be responsible not permit the time for appeal from an adverse decision on a claim to pay any such excess amount, plus Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees)expire.

Indemnification by Licensor. Licensor agrees to shall (i) indemnify, hold harmless and defend Licensee (or at its option settle) any claim or suit against Pumatech, or their officers, directors, agents, and Licensee Representatives employees (collectively, the “Licensee Indemnified Parties”) from, against and with respect arising from or related to any Claim arising out alleged infringement of any Intellectual Property Right by the Programs or use thereof, and (ii) pay any judgment entered against any Indemnified Party on such claim when due, or any settlement thereof. The following procedures shall apply to any indemnified claim: (a) Licensor shall have sole control of the breach defense and/or settlement (b) the Indemnified Party must notify Licensor promptly in writing of such claim or suit and give Licensor all information known to it relating thereto, and (c) the Indemnified Party must reasonably cooperate with Licensor in the settlement and/or defense. The Indemnified Party shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Licensor. If all or any part of the Programs are, or in the opinion of Licensor may become, the subject of any representationclaim or suit for infringement of any Intellectual Property Right, warranty or covenant of Licensor under this Agreementmay, and for any Claims that the Licensor Rights or Licensee’s use of the Licensor Rights infringe or violate any patents, copyrights, trademarks or trade secrets or other intellectual property rights of any Person. In in the event of any such Claimadjudication that any Program or any part thereof does infringe or if the use of a Program or any part thereof is enjoined Licensor shall, at its option and expense, do one of the following: (1) procure for the Indemnified Parties the right to use and distribute the Program or the affected part thereof; (2) replace the Program or affected part with non-infringing programs; or (3) modify the Program or affected part to make it non-infringing. Licensor shall defend will have no obligations under this Section to the Licensee Indemnified Party extent a claim described therein is based upon (a) the combination, operation, or Parties in question at Licensor’s sole expense by counsel selected use of the Program with software that was not provided by Licensor, subject to reasonable approval by Licensee, which approval is not to be unreasonably withheld or delayed. In addition, Licensee Indemnified Parties shall if such claim would have the right to hire counsel, at their sole expense, who shall cooperate with Licensor’s counsel been avoided in the defense absence of any Claim indemnified under such combination, operation;(b) the use of a Program in a manner not authorized by this Section 11.2Agreement; provided that if Licensee reasonably determines there are Claims or defenses available to Licensee Indemnified Parties which are not otherwise available to Licensor or if a conflict (c) use of interest exists between Licensor and Licensee Indemnified Parties, or if Licensor fails to diligently prosecute any such Claim with competent counsel, then Licensee Indemnified Parties shall be entitled to separate representation by counsel of their choosing, and other than the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject most recent version of the foregoing indemnification and which involves Programs if use of a more than the payment by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any recent version would avoid such settlement and, after Licensor’s reasonable diligence in defending such Claim, the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by Licensee, then Licensee shall be responsible to pay any such excess amount, plus Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees)infringement.

Indemnification by Licensor. Licensor agrees to LICENSOR will indemnify, hold harmless and defend Licensee and Licensee Representatives (collectively, the “Licensee Indemnified Parties”) from, against and with respect to any Claim arising out of the breach of any representation, warranty or covenant of Licensor under this Agreementdefend, and for hold LICENSEE harmless from and against any Claims that the Licensor Rights or Licensee’s use and all losses, liabilities, claims, causes of the Licensor Rights infringe or violate any patentsaction, copyrightsdamages, trademarks or trade secrets or other intellectual property rights of any Person. In the event of any such Claim, Licensor shall defend the Licensee Indemnified Party or Parties in question at Licensor’s sole expense by counsel selected by Licensor, subject to reasonable approval by Licensee, which approval is not to be unreasonably withheld or delayed. In addition, Licensee Indemnified Parties shall have the right to hire counsel, at their sole expense, who shall cooperate with Licensor’s counsel in the defense of any Claim indemnified under this Section 11.2; provided that if Licensee reasonably determines there are Claims or defenses available to Licensee Indemnified Parties which are not otherwise available to Licensor or if a conflict of interest exists between Licensor and Licensee Indemnified Parties, or if Licensor fails to diligently prosecute any such Claim with competent counsel, then Licensee Indemnified Parties shall be entitled to separate representation by counsel of their choosing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by Licensee, then Licensee shall be responsible to pay any such excess amount, plus Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys’ feesfees and expenses) incurred by LICENSEE as a result of any claim by any person, firm or entity that LICENSEE’S use of the Trademarks in accordance with this Agreement infringes upon any rights granted to such person, firm or entity by LICENSOR, or infringes upon the rights of any other person, firm or entity whether or not granted by LICENSOR, and claims of infringement of intellectual property rights, including copyrights, trademarks, trade dress, trade names and/or patent claims. If any action or proceeding is brought or asserted against LICENSEE in respect of which indemnity may be sought from LICENSOR under this paragraph 19(C), LICENSEE will promptly notify LICENSOR (hereof in writing, and LICENSOR will assume and direct the defense thereof and LICENSOR shall have the exclusive right to direct the defense thereof through counsel selected and paid for by LICENSOR. LICENSEE may thereafter, at its own expense, be represented by its own counsel in such action or proceeding. LICENSEE may not settle or compromise any such claim or action without the prior written approval of LICENSOR. In either case, LICENSOR and LICENSEE will keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such defense. The provisions of this paragraph and LICENSOR’S obligations hereunder will survive any termination or rescission of this Agreement or its expiration, If LICENSOR does not provide the indemnification or defense provided for in this paragraph 19(C), LICENSEE may do so and deduct the cost thereof from any Minimum Annual Royalty or other amounts due LICENSOR under this Agreement.

Indemnification by Licensor. Licensor agrees to indemnify, does hereby indemnify and hold harmless and defend Licensee and Licensee Representatives (collectively, the “Licensee Indemnified Parties”) fromLicensee, against any and with respect all liabilities, damages and expense (including reasonable attorneys' fees, costs and expenses) which Licensee may incur or be obligated to pay in any Claim arising out of the breach action or claim against Licensee for infringement of any representationother person's claimed right to use a trademark in the Territory, warranty but only where such action or covenant of Licensor under this Agreement, and for any Claims that the Licensor Rights or claim results from Licensee’s 's use of the Trademark in the Territory in accordance with the terms of this Agreement. Licensee shall give Licensor Rights infringe or violate any patents, copyrights, trademarks or trade secrets or other intellectual property rights prompt written notice of any Personsuch claim or action and thereupon Licensor shall undertake and conduct the defense of any suit so brought. It is understood, however, that if there is a dispute between Licensor and Licensee as to whether the suit was brought as a result of Licensee's failure to use the Trademark in accordance with the terms of this Agreement Licensee may be required to conduct such defense unless and until it is determined that no such misuse of the Trademark occurred. In the event appropriate action is not taken by Licensor within thirty (30) days of any such Claim, Licensor shall defend the Licensee Indemnified Party or Parties in question at Licensor’s sole expense by counsel selected by Licensor, subject to reasonable approval by its receipt of notice from Licensee, which approval is not to be unreasonably withheld or delayed. In addition, Licensee Indemnified Parties shall have the right to hire counseldefend such claim or action in its own name, at their sole expense, who shall cooperate with Licensor’s counsel in the defense but no settlement or compromise of any Claim indemnified under this Section 11.2; provided that if Licensee reasonably determines there are Claims such claim or defenses available to Licensee Indemnified Parties which are not otherwise available to Licensor or if a conflict action may be made without the prior written approval of interest exists between Licensor. In either case, Licensor and Licensee Indemnified Parties, or if Licensor fails to diligently prosecute shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such Claim with competent counsel, then Licensee Indemnified Parties defense. Such indemnification shall be entitled deemed to separate representation by counsel of their choosing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, apply solely to the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by judgment, if any, against Licensee, then and sums paid by Licensee in connection with its defense, and shall be responsible not apply to pay any consequential damages suffered by Licensee which are not included in the aforementioned judgment. Such indemnification shall not apply to any damages sustained by Licensee by reason of such excess amount, plus Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees)claimed infringement other than those specified above.

Indemnification by Licensor. Licensor agrees to indemnifyshall defend, indemnify and hold harmless and defend the Licensee and Licensee Representatives its officers, directors, employees, shareholders, customers, agents, successors and assigns from and against any and all loss, damage, settlement or expense, including legal expenses and costs of investigation, as incurred (collectively"Losses"), the “Licensee Indemnified Parties”) from, against and with respect to any Claim resulting from or arising out of any claim in the breach of United States or in any representationcountry which is a signatory to the Berne Convention on Copyright which alleges that any licensed product provided to the Licensee hereunder or the use thereof infringes upon, warranty misappropriates or covenant of Licensor under this Agreement, and for any Claims that the Licensor Rights or Licensee’s use of the Licensor Rights infringe or violate violates any patents, copyrights, trademarks or trade secrets secret rights or other intellectual property proprietary rights of any Personpersons, firms or entities who are not parties to this Agreement. In As a condition to such defense and indemnification, the event Licensee will provide Licensor with prompt written notice of the claim and permit Licensor to control the defense, settlement, adjustment or compromise of any such Claimclaim, Licensor shall defend provided the Licensee Indemnified Party or Parties in question at Licensor’s sole expense by counsel selected by Licensor, subject to reasonable approval by Licensee, which approval is not to be unreasonably withheld or delayed. In addition, Licensee Indemnified Parties shall have the right to hire counsel, at their sole expense, who shall reasonably cooperate with Licensor’s counsel in the defense of such action at Licensor's expense. No settlement that prevents the Licensee from continuing to use the licensed product will be made without the Licensee's prior written consent unless the Licensor procures for the Licensee the right to continue using the licensed product, or replaces or modifies the licensed product so that it becomes non-infringing. The Licensee may employ counsel at its own expense to assist it with respect to any Claim indemnified under this Section 11.2such claim; provided provided, however, that if Licensee reasonably determines there are Claims or defenses available to Licensee Indemnified Parties which are not otherwise available to Licensor or if such counsel is necessary because of a conflict of interest exists between of either Licensor and Licensee Indemnified Partiesor its counsel or because Licensor does not assume control, or if Licensor fails to diligently prosecute any will bear the expense of such Claim with competent counsel, then Licensee Indemnified Parties shall be entitled to separate representation by counsel of their choosing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by Licensee, then Licensee shall be responsible have no authority to pay settle any such excess amount, plus claim on behalf of Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees).

Indemnification by Licensor. Licensor agrees represents and warrants that: (i) it is the owner of the Trademarks; (ii) it has all necessary rights to the Images for the purposes set forth in this Agreement; (iii) the Trademarks are valid in the Territory; and (iv) the Trademarks are, to the best of Licensor's knowledge, free from any claim by any third party that would unreasonably interfere with the rights granted to Licensee under this Agreement. Licensor shall indemnify, defend and hold harmless Licensee, its subsidiaries and defend Licensee affiliates, their respective shareholders, licensees and Licensee Representatives (collectivelyfranchisees and the agents, the “Licensee Indemnified Parties”) fromofficers, directors and employees of each against and from all costs, claims, suits, losses, damages and expenses, including, without limitation reasonable attorneys' fees (provided prompt notice of each such claim or suit which comes to the attention of Licensee is given to Licensor by Licensee) arising out of or in connection with the authorized use of the Playboy Properties on or in connection with the Products by Licensee in the Territory, but in no event shall such indemnification include incidental or consequential damages, including, but not limited to compensation or reimbursement for loss of prospective profits, anticipated sales or other losses occasioned by termination of this Agreement or any other reason(s). Licensor shall have the option to settle or to undertake and conduct the defense of any such claim or suit. Licensor shall have sole and exclusive control over such defense, and Licensor's decisions with respect thereto shall govern and control. Licensee expressly covenants that no discussions by Licensee whatsoever with claimant or litigant, no compromise or settlement by Licensee of any claim or suit and no negotiations by Licensee with respect to any Claim arising out of the breach of any representation, warranty compromise or covenant of Licensor under this Agreement, and for any Claims that the Licensor Rights or Licensee’s use of the Licensor Rights infringe or violate any patents, copyrights, trademarks or trade secrets or other intellectual property rights of any Person. In the event of any such Claim, Licensor shall defend the Licensee Indemnified Party or Parties in question at Licensor’s sole expense by counsel selected by Licensor, subject to reasonable approval by Licensee, which approval is not to be unreasonably withheld or delayed. In addition, Licensee Indemnified Parties shall have the right to hire counsel, at their sole expense, who shall cooperate with Licensor’s counsel in the defense of any Claim indemnified under this Section 11.2; provided that if Licensee reasonably determines there are Claims or defenses available to Licensee Indemnified Parties which are not otherwise available to Licensor or if a conflict of interest exists between Licensor and Licensee Indemnified Parties, or if Licensor fails to diligently prosecute any such Claim with competent counsel, then Licensee Indemnified Parties settlement shall be entitled to separate representation by counsel had, made or entered into without the prior written approval of their choosing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by Licensee, then Licensee shall be responsible to pay any such excess amount, plus Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees).

Indemnification by Licensor. Licensor agrees to shall indemnify, defend, and hold harmless Licensee, and defend each Affiliate of Licensee and each of their respective parties against any and all liabilities, damages and expense (including reasonable attorneys' fees, costs and expenses) which Licensee Representatives (collectivelymay incur or be obligated to pay in any action or claim against Licensee for infringement of any other person's claimed right to use a trademark in the Territory, the “Licensee Indemnified Parties”) fromincluding such infringements as may be contained in advertising placed by Licensor, against and with respect to any Claim arising out but only where such action or claim results from Licensee's use of the breach Trademarks in the Territory in accordance with the terms of this Agreement. Licensee shall give Licensor prompt written notice of any representationsuch claim or action, warranty or covenant and thereupon Licensor shall undertake and conduct the defense of any suit so brought. It is understood, however, that if there is a dispute between Licensor under and Licensee as to whether the suit was brought as a result of Licensee's failure to use the Trademarks in accordance with this Agreement, Licensee may be required to conduct such defense unless and for any Claims until it is determined that the Licensor Rights or Licensee’s use no such misuse of the Licensor Rights infringe or violate any patents, copyrights, trademarks or trade secrets or other intellectual property rights of any PersonTrademarks occurred. In the event appropriate action is not taken by Licensor within thirty (30) days after its receipt of any such Claim, Licensor shall defend the Licensee Indemnified Party or Parties in question at Licensor’s sole expense by counsel selected by Licensor, subject to reasonable approval by notice from Licensee, which approval is not to be unreasonably withheld or delayed. In addition, Licensee Indemnified Parties shall have the right to hire counseldefend such claim or action in its own name, at their sole expense, who shall cooperate with Licensor’s counsel in the defense but no settlement or compromise of any Claim indemnified under this Section 11.2; provided that if Licensee reasonably determines there are Claims such claim or defenses available to Licensee Indemnified Parties which are not otherwise available to Licensor or if a conflict action may be made without the prior written approval of interest exists between Licensor. In either case, Licensor and Licensee Indemnified Parties, or if Licensor fails to diligently prosecute shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such Claim with competent counsel, then Licensee Indemnified Parties shall defense. Such indemnification will be entitled deemed to separate representation by counsel of their choosing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, apply solely to the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by judgment, if any, against Licensee, then and sums paid by Licensee shall be responsible in connection with its defense, and will not apply to pay any such excess amount, plus Licensor’s reasonable costs and expenses consequential damages suffered by Licensee that are not included in the aforementioned judgment. Such indemnification will not apply to any damages sustained by Licensee by reason of litigation (including reasonable attorneys’ fees)claimed infringement other than those specified above.

Indemnification by Licensor. Licensor agrees to shall indemnify, defend, and hold harmless Licensee, and defend each Affiliate of Licensee and each of their respective parties against any and all liabilities, damages and expense (including reasonable attorneys' fees, costs and expenses) which Licensee Representatives (collectivelymay incur or be obligated to pay in any action or claim against Licensee for infringement of any other person's claimed right to use a trademark in the Territory, the “Licensee Indemnified Parties”) fromincluding such infringements as may be contained in advertising placed by Licensor, against and with respect to any Claim arising out but only where such action or claim results from Licensee's use of the breach Trademarks in the Territory in accordance with the terms of this Agreement. Licensee shall give Licensor prompt written notice of any representationsuch claim or action, warranty or covenant and thereupon Licensor shall undertake and conduct the defense of any suit so brought. It is understood, however, that if there is a dispute between Licensor under and Licensee as to whether the suit was brought as a result of Licensee's failure to use the Trademarks in accordance with this Agreement, Licensee may be required to conduct such defense unless and for any Claims until it is determined that the Licensor Rights or Licensee’s use no such misuse of the Licensor Rights infringe or violate any patents, copyrights, trademarks or trade secrets or other intellectual property rights of any PersonTrademarks occurred. In the event appropriate action is not taken by Licensor within thirty (30) days after its receipt of any such Claim, Licensor shall defend the Licensee Indemnified Party or Parties in question at Licensor’s sole expense by counsel selected by Licensor, subject to reasonable approval by notice from Licensee, which approval is not to be unreasonably withheld or delayed. In addition, Licensee Indemnified Parties shall have the right to hire counseldefend such claim or action in its own name, at their sole expense, who shall cooperate with Licensor’s counsel in the defense but no settlement or compromise of any Claim indemnified under this Section 11.2; provided that if Licensee reasonably determines there are Claims such claim or defenses available to Licensee Indemnified Parties which are not otherwise available to Licensor or if a conflict action may be made without the prior written approval of interest exists between Licensor. In either case, Licensor and Licensee Indemnified Parties, or if Licensor fails to diligently prosecute shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such Claim with competent counsel, then Licensee Indemnified Parties shall defense. Such indemnification will be entitled deemed to separate representation by counsel of their choosing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, apply solely to the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by judgment, if any, against Licensee, then and sums paid by Licensee shall be responsible in connection with its defense, and will not apply to pay any such excess amount, plus Licensor’s reasonable costs and expenses consequential damages suffered by Licensee that are not included in the aforementioned judgment. Such indemnification will not apply to any damages sustained by Licensee by reason of litigation (including reasonable attorneys’ fees).claimed infringement other than those specified above. 18.4

Indemnification by Licensor. Licensor LICENSOR hereby agrees to defend, indemnify, and hold LICENSEE and its affiliates and their respective shareholders, members, directors, officers, managers, employees, attorneys and agents (collectively referred to as “LICENSEE” for purposes of this section) harmless from and defend Licensee against any claims, suits, losses, damages, demands, injuries and Licensee Representatives expenses, including without limitation reasonable attorneys’ fees, based on (collectivelyi) any breach of this Agreement by LICENSOR or any of its servants, agents, contractors or employees, (ii) any negligent acts, whether by omission or commission, that may be committed by LICENSOR or any of its servants, agents, contractors or employees; and (iii) allegations that the “Licensee Indemnified Parties”) fromuse of the LICENSED ▇▇▇▇ by LICENSEE in accordance with this Agreement infringes or otherwise violates the rights of any third party in the TERRITORY; provided, against and with respect to any Claim however, that the foregoing indemnity shall not include allegations arising out of the breach of any representation, warranty or covenant of Licensor under this Agreement, and for any Claims that the Licensor Rights or LicenseeLICENSEE’s use of the Licensor Rights infringe or violate LICENSED ▇▇▇▇ in any patentsjurisdiction outside of the United States where LICENSOR does not have any registration in force with respect to the LICENSED PRODUCTS, copyrights, trademarks or trade secrets or other intellectual property rights provided that LICENSOR has no actual knowledge of any Personinfringement of any third party rights. In the event LICENSEE shall give LICENSOR prompt written notice of any such Claim, Licensor claims or suits and LICENSOR shall defend the Licensee Indemnified Party or Parties in question same, at Licensor’s sole expense by its own expense, through counsel selected by Licensor, of its choice subject to reasonable approval by LicenseeLICENSEE’s approval, which approval is shall not to be unreasonably withheld withheld. LICENSEE shall comply with any settlement or delayedcourt order arising from any such claim or suit, including any settlement or order that requires a change to LICENSEE’s use of the LICENSED ▇▇▇▇. In addition, Licensee Indemnified Parties LICENSEE shall have the right to hire counsel, retain its own counsel at their sole expense, who its own expense but shall cooperate with Licensor’s counsel in not have the defense of any Claim indemnified under this Section 11.2; provided that if Licensee reasonably determines there are Claims or defenses available right to Licensee Indemnified Parties which are not otherwise available to Licensor or if a conflict of interest exists between Licensor and Licensee Indemnified Parties, or if Licensor fails to diligently prosecute settle any such Claim with competent counselaction. LICENSOR shall have the right to terminate LICENSEE’s right to use the LICENSED ▇▇▇▇ in any portion of the TERRITORY without further liability to LICENSEE if LICENSOR determines, then Licensee Indemnified Parties shall be entitled in its sole discretion, that it cannot prevail over any such claim or suit despite exercising commercially reasonable efforts to separate representation by counsel of their choosingdo so. Notwithstanding the foregoing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of in no event will the foregoing indemnification and which involves more than the payment provided by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, LICENSOR for all claims or suits exceed the amount of the final judgment royalties paid by LICENSEE under this Agreement. The indemnity provided for in this Section shall survive the expiration or award exceeds the amount termination of the settlement proposed by Licensor and disapproved by Licensee, then Licensee shall be responsible to pay any such excess amount, plus Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees)this Agreement.

Indemnification by Licensor. Licensor agrees represents and warrants that: (i) it is the owner of the Trademarks; (ii) it has all necessary rights to the Images for the purposes set forth in this Agreement; (iii) the Trademarks are valid in the Territory; and (iv) the Trademarks are, to the best of Licensor’s knowledge, free from any claim by any third party that would unreasonably interfere with the rights granted to Licensee under this Agreement. Licensor shall indemnify, defend and hold harmless Licensee, its subsidiaries and defend Licensee affiliates, their respective shareholders and Licensee Representatives (collectivelythe agents, the “Licensee Indemnified Parties”) fromofficers, directors and employees of each against and from all claims or suits (provided prompt notice of each such claim or suit which comes to the attention of Licensee is given to Licensor by Licensee) arising solely and directly out of the authorized use of the Playboy Properties on or in connection with the Products by Licensee in the Territory, but in no event shall such indemnification include incidental or consequential damages, including, but not limited to compensation or reimbursement for loss of prospective profits, anticipated sales or other losses occasioned by termination of this Agreement or any other reason(s). Licensor shall have the option to settle or to undertake and conduct the defense of any such claim or suit, but Licensee shall, upon receipt of notice from Licensor and pursuant to Licensor’s instructions, handle, undertake and conduct the defense of any such claim or suit at Licensor’s expense. If Licensor does not provide such notice to Licensee, Licensee may, through counsel of Licensee’s own choice and at its own expense, participate in any such claim or suit, but in such event Licensor shall have sole and exclusive control over such defense, and Licensor’s decisions with respect thereto shall govern and control. Licensee expressly covenants that no discussions by Licensee whatsoever with claimant or litigant, no compromise or settlement by Licensee of any claim or suit and no negotiations by Licensee with respect to any Claim arising out of the breach of any representation, warranty compromise or covenant of Licensor under this Agreement, and for any Claims that the Licensor Rights or Licensee’s use of the Licensor Rights infringe or violate any patents, copyrights, trademarks or trade secrets or other intellectual property rights of any Person. In the event of any such Claim, Licensor shall defend the Licensee Indemnified Party or Parties in question at Licensor’s sole expense by counsel selected by Licensor, subject to reasonable approval by Licensee, which approval is not to be unreasonably withheld or delayed. In addition, Licensee Indemnified Parties shall have the right to hire counsel, at their sole expense, who shall cooperate with Licensor’s counsel in the defense of any Claim indemnified under this Section 11.2; provided that if Licensee reasonably determines there are Claims or defenses available to Licensee Indemnified Parties which are not otherwise available to Licensor or if a conflict of interest exists between Licensor and Licensee Indemnified Parties, or if Licensor fails to diligently prosecute any such Claim with competent counsel, then Licensee Indemnified Parties settlement shall be entitled to separate representation by counsel had, made or entered into without the prior written approval of their choosing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by Licensee, then Licensee shall be responsible to pay any such excess amount, plus Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees).

Indemnification by Licensor. Licensor represents and warrants to Licensee that: (i) it has good and legal title to and owns all right title and interest to the marks set forth in Schedule A, attached hereto; (ii) it has the right to license the same to Licensee in accordance with the terms and conditions of this Agreement; and, (iii) that to the best of Licensor's knowledge and belief, the use of the Licensed Property, set forth in Schedule A, by Licensee will not infringe upon the rights of any other person or entity. Licensor hereby agrees to indemnifyindemnify and hold Licensee harmless from claim, hold harmless and defend suit, loss, damage, cost or expense (including reasonable attorneys' fees) for which it may become liable or may incur or be compelled to pay in or as a result of any suit, action, proceeding or claim made by a third party against Licensee and Licensee Representatives (collectivelybased on infringement, the “Licensee Indemnified Parties”) fromor alleged infringement, against and with respect to of any Claim design, patent, trademark or copyright or claims of unfair competition arising out of the breach of any representation, warranty or covenant of Licensor under this Agreement, and for any Claims that the Licensor Rights or Licensee’s 's authorized use of the Licensed Property set forth in Schedule A. The foregoing notwithstanding, Licensee must give prompt, written notice to Licensor Rights infringe or violate any patents, copyrights, trademarks or trade secrets or other intellectual property rights of any Personsuit, action, proceeding or claim for which Licensee intends to seek indemnity from Licensor. In the event of any such ClaimLicensee further agrees to provide reasonable, Licensor shall defend the Licensee Indemnified Party or Parties in question timely cooperation and assistance to Licensor, at Licensor’s sole expense by counsel selected by Licensor, subject to reasonable approval by Licensee, which approval is not to be unreasonably withheld or delayed. In addition, Licensee Indemnified Parties shall have the right to hire counsel, at their sole 's expense, who shall cooperate in connection with any suit, action, proceeding or claim for which Licensee has sought indemnification from Licensor. Licensee may, with Licensor’s counsel in 's prior written approval, undertake to conduct the defense of any Claim indemnified under suit so brought. This Paragraph shall survive the termination and/or expiration of this Section 11.2; provided that if Licensee reasonably determines there are Claims or defenses available to Licensee Indemnified Parties which are not otherwise available to Licensor or if a conflict of interest exists between Licensor and Licensee Indemnified Parties, or if Licensor fails to diligently prosecute any such Claim with competent counsel, then Licensee Indemnified Parties shall be entitled to separate representation by counsel of their choosing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, the amount of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by Licensee, then Licensee shall be responsible to pay any such excess amount, plus Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees)Agreement.

Indemnification by Licensor. Licensor agrees to indemnify, shall indemnify and hold harmless Licensee, its affiliates and defend Licensee their directors, officers, employees, and Licensee Representatives agents against any and all judgments, damages, costs or losses of any kind (collectivelyincluding reasonable attorneys’ and experts’ fees) as a result of any claim, the “Licensee Indemnified Parties”) from, against and with respect to any Claim arising action or proceeding that arises out of the or relates to a material breach by Licensor of any representation, warranty its representations or covenant of Licensor warranties under this Master Agreement; provided however, and for any Claims that the (i) Licensee notifies Licensor Rights or Licensee’s use of the Licensor Rights infringe or violate any patents, copyrights, trademarks or trade secrets or other intellectual property rights of any Person. In the event promptly of any such Claimclaim, action or proceeding; (ii) Licensee grants Licensor control of its defense and/or settlement; and (iii) Licensee cooperates with Licensor in the defense thereof. Licensor shall defend the periodically reimburse Licensee Indemnified Party or Parties in question at Licensor’s sole expense by counsel selected by Licensor, subject to for its reasonable approval by Licensee, which approval is not to be unreasonably withheld or delayedexpenses incurred under this Subsection 12.2. In addition, Licensee Indemnified Parties shall have the right to hire counselright, at their sole its own expense, who shall cooperate with Licensor’s counsel to participate in the defense of any Claim claim, action or proceeding against which it is indemnified under this Section 11.2hereunder; provided that if Licensee reasonably determines there are Claims provided, however, it shall have no right to control the defense, consent to judgment, or defenses available agree to settle any such claim, action, or proceeding without the written consent of Licensor without waiving the indemnity hereunder. Licensor, in the defense of any such claim, action or proceeding except with the written consent of Licensee, shall not consent to entry of any judgment or enter into any settlement which either (i) does not include, as an unconditional term, the grant by the claimant to Licensee Indemnified Parties which are of a release of all liabilities in respect of such claims or (ii) otherwise adversely affects the rights of Licensee. The foregoing notwithstanding, Licensor shall not otherwise available be required to Licensor indemnify Licensee to the extent any claims, actions or if proceedings arise out of or relate to (i) a conflict breach by Licensee of interest exists between Licensor and Licensee Indemnified Partiesits representations or warranties made herein, or if Licensor fails to diligently prosecute any such Claim with competent counsel, then Licensee Indemnified Parties shall be entitled to separate representation by counsel of their choosing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require (ii) Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, gross negligence or willful misconduct. This provision shall survive the amount termination or expiration of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by Licensee, then Licensee shall be responsible to pay any such excess amount, plus Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees)this Master Agreement. 13.

Indemnification by Licensor. Licensor agrees to indemnify, shall indemnify and hold harmless Licensee, its affiliates and defend Licensee their directors, officers, employees, and Licensee Representatives agents against any and all judgments, damages, costs or losses of any kind (collectivelyincluding reasonable attorneys’ and experts’ fees) as a result of any claim, the “Licensee Indemnified Parties”) from, against and with respect to any Claim arising action or proceeding that arises out of the or relates to a material breach by Licensor of any representation, warranty its representations or covenant of Licensor warranties under this Agreement; provided however, and for any Claims that the (i) Licensee notifies Licensor Rights or Licensee’s use of the Licensor Rights infringe or violate any patents, copyrights, trademarks or trade secrets or other intellectual property rights of any Person. In the event promptly of any such Claimclaim, action or proceeding; (ii) Licensee grants Licensor control of its defense and/or settlement; and (iii) Licensee cooperates with Licensor in the defense thereof. Licensor shall defend the periodically reimburse Licensee Indemnified Party or Parties in question at Licensor’s sole expense by counsel selected by Licensor, subject to for its reasonable approval by Licensee, which approval is not to be unreasonably withheld or delayedexpenses incurred under this Subsection 12.2. In addition, Licensee Indemnified Parties shall have the right to hire counselright, at their sole its own expense, who shall cooperate with Licensor’s counsel to participate in the defense of any Claim claim, action or proceeding against which it is indemnified under this Section 11.2hereunder; provided that if Licensee reasonably determines there are Claims provided, however, it shall have no right to control the defense, consent to judgment, or defenses available agree to settle any such claim, action, or proceeding without the written consent of Licensor without waiving the indemnity hereunder. Licensor, in the defense of any such claim, action or proceeding except with the written consent of Licensee, shall not consent to entry of any judgment or enter into any settlement which either (i) does not include, as an unconditional term, the grant by the claimant to Licensee Indemnified Parties which are of a release of all liabilities in respect of such claims or (ii) otherwise adversely affects the rights of Licensee. The foregoing notwithstanding, Licensor shall not otherwise available be required to Licensor indemnify Licensee to the extent any claims, actions or if proceedings arise out of or relate to (i) a conflict breach by Licensee of interest exists between Licensor and Licensee Indemnified Partiesits representations or warranties made herein, or if Licensor fails to diligently prosecute any such Claim with competent counsel, then Licensee Indemnified Parties shall be entitled to separate representation by counsel of their choosing, and the cost thereof shall be borne by Licensor. The settlement of any Claim which is the subject of the foregoing indemnification and which involves more than the payment by Licensor of monetary damages shall require (ii) Licensee’s prior approval; provided that if Licensee does not approve any such settlement and, after Licensor’s reasonable diligence in defending such Claim, gross negligence or willful misconduct. This provision shall survive the amount termination or expiration of the final judgment or award exceeds the amount of the settlement proposed by Licensor and disapproved by Licensee, then Licensee shall be responsible to pay any such excess amount, plus Licensor’s reasonable costs and expenses of litigation (including reasonable attorneys’ fees)this Agreement.