Common use of Indemnification by PSC Clause in Contracts

Indemnification by PSC. PSC shall be responsible for any and all losses or damages incurred by FRx arising out of or in connection with (i) defects in the media or reproduction of the Software or the packaging for the Software (if PSC provided these goods), and (ii) warranties or representations concerning the Software made by PSC or its agents or employees, other than those contained in the End-User License or otherwise authorized in writing by FRx and (iii) resulting from a breach of any obligation of PSC under this Agreement. PSC agrees to indemnify and hold FRx harmless from and with respect to any such loss or damage (including, without limitation, reasonable attorney's fees and costs). FRx shall notify PSC in writing of any suit or proceeding against FRx for any of the reasons listed above promptly upon FRx's first learning of such suit or proceeding, and shall provide PSC at no cost with such assistance and cooperation as PSC may reasonably request in the defense thereof. PSC shall have sole control over any such suit or proceeding, provided, however, that PSC shall not effect a settlement on behalf of FRx without FRx's consent, which will not be unreasonably withheld. Subject to FRx's fulfillment of its obligations under this Section, PSC shall pay all damages and costs awarded against FRx (or payable by FRx pursuant to a settlement agreement) in connection with any such suit or proceeding.