Common use of INDEMNIFICATION FOR INFRINGEMENT Clause in Contracts

INDEMNIFICATION FOR INFRINGEMENT. 5.1. HealthStream represents and warrants that to the best of its knowledge: 5.1.1. T.NAV(R) does not infringe any copyright or patent enforceable under the laws of any country. 5.1.2. T.NAV(R) does not violate the trade secret rights of any third party. 5.2. HealthStream agrees to indemnify, hold harmless, and defend HealthGate from any and all damages, costs, and expenses, including reasonable attorneys' fees, incurred in connection with a claim which constitutes a breach of the warranties set forth in Section 5.1 and where judgment has been rendered (hereinafter claims under Subsections 5. 1.1 and 5.1.2 shall collectively be referred to as "Infringement Judgments"); provided, HealthStream is notified promptly in writing of an Infringement Judgment and has sole control over its defense or settlement, and HealthGate provides reasonable assistance in the defense of the same. 5.3. HealthStream warrants that to the best of its knowledge its performance of this Agreement will not violate or infringe upon the rights of third parties, including but not limited to property, contractual, employment, trade secret, proprietary information and non-disclosure rights, or any United States trademark, copyright or patent right. HealthStream will, at its own expense, defend any suit or proceeding brought against HealthGate based on a claim that the HealthStream Courses infringe upon any copyright, patent, trademark, trade secret, or other intellectual property right, provided that HealthStream is notified promptly in writing and given full and complete authority, information and assistance for the defense of such suit or proceeding. HealthStream may, at its option and expense, either obtain the right to continue usage of affected HealthStream Courses free of any claim of infringement, modify such HealthStream Courses so that affected HealthStream Courses is not subject to a claim of infringement, or remove the affected HealthStream Courses from the Joint Site. 5.4. HealthGate represents and warrants that to the best of its knowledge: 5.4.1. CHOICE(TM) does not infringe any copyright or patent enforceable under the laws of any country. 5.4.2. CHOICE(TM) does not violate the trade secret rights of any third party. 5.5. HealthGate agrees to indemnify, hold harmless, and defend HealthStream from any and all damages, costs, and expenses, including reasonable attorneys' fees, incurred in connection with a claim which constitutes a breach of the warranties set forth in Section 3.3 and where judgment has been rendered (hereinafter claims under Subsections 3.3.1 and 3.3.2 shall collectively be referred to as "Infringement Judgments"); provided, HealthGate is notified promptly in writing of an Infringement Judgment and has sole control over its defense or settlement, and HealthStream provides reasonable assistance in the defense of the same. 5.6. HealthGate warrants that to the best of its knowledge its performance of this agreement will not violate or infringe upon the rights of third parties, including but not limited to property, contractual, employment, trade secret, proprietary information and non-disclosure rights, or any United States trademark, copyright or patent right. HealthGate will, at its own expense, defend any suit or proceeding brought against HealthStream based on a claim that the HealthGate Courses infringe upon any copyright, patent, trademark, trade secret, or other intellectual property right, provided that HealthGate is notified promptly in writing and given full and complete authority, information and assistance for the defense of such suit or proceeding. HealthGate may, at its option and expense, either obtain the right to continue usage of affected HealthGate Courses free of any claim of infringement, modify such HealthGate Courses so that affected HealthGate Courses is not subject to a claim of infringement, or remove the affected HealthGate Courses from the Joint Site.