Common use of Infringement of IPR Clause in Contracts

Infringement of IPR. CMS shall indemnify and hold DKSH and its Representatives free and harmless from Loss if: (i) CMS’s IPR infringe rights of third parties or (ii) CMS’s IPR are infringed, provided that (a) CMS is promptly notified by DKSH in writing of such infringement or claims; and (b) CMS is given opportunity to take control of the defense of such infringement or claims; and (c) DKSH has not made any admission, settlement and compromise to such claims or any other associated judgments or awards without prior written consent of CMS.